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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment
(Amendment No.     )

Filed by the Registrant  ☑                              Filed by a Party other than the Registrant  
Check the appropriate box:

Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ] 
 
Check the appropriate box:
[   ] Preliminary Proxy Statement
[   ]
 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
 Definitive Proxy Statement
[   ]
 Definitive Additional Materials
[   ]
 Soliciting Material Pursuant to §240.14a-12

DELAWARE GROUP ADVISER® FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

(Names of Registrant as Specified In Its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
 DELAWARE GROUP® INCOME FUND
DELAWARE POOLED® TRUST
VOYAGEUR MUTUAL FUNDS
(Name of Registrant as Specified In Its Charter)
   
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[   ]
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
   1)(1)  
Title of each class of securities to which transaction applies:
   
   
(2)2)
Aggregate number of securities to which transaction applies:
 
3)(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4)(4)
Proposed maximum aggregate value of transaction:
 
5)(5)
Total fee paid:
 
[   ]  Fee paid previously with preliminary materials.
 
[   ]  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
   1)(1)  
Amount Previously Paid:
   
   
(2)  2)
Form, Schedule or Registration Statement No.:
   
   
(3)  3)
Filing Party:
   
   
(4)  4)
Date Filed:




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PROXY MATERIALS


DELAWARE FUNDSSMBY MACQUARIE

Delaware Extended Duration Bond Fund, a series of
Delaware Group
GROUP®Income Funds
Macquarie Large Cap Value Portfolio, a series of
Macquarie Institutional Portfolios, registered as Delaware Pooled ADVISER FUNDS

DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED®Trust TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

Delaware Tax-Free New York Fund, a series of Voyageur Mutual Funds

100 Independence
610 Market Street
Philadelphia, PA 19106-2354

October 22, 2021
Dear Shareholder:

I am writing to let you know that a

A joint special meeting (the “Meeting”) of the shareholders of each trust listed above in the Delaware Funds® by Macquarie funds listed abovecomplex (each individually, a “Fund”“Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) will be held via webcast on December 17, 2021 at the offices10:30 am, ET (the “Meeting”).  You are receiving this letter because you were a shareholder of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26thFloor, Philadelphia, Pennsylvania 19103, on March 7, 2018,record of at 3:00 p.m., Eastern time. The purposeleast one Fund as of theOctober 4, 2021 (the “Record Date”).
The Meeting is being held to vote on several important proposals that affect each Fund and your investment in one or moreapprove to the election of them. As a shareholder, you havethirteen (13) trustees to the opportunity to voice your opinion on the matters that affect your Fund(s). This package contains information about the proposals and the materials to use when voting by mail, telephone, or through the Internet.

Please read the enclosed materials and cast your vote on the proxy card(s) or by telephone or via the Internet. Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

The proposals have been carefully reviewed by the BoardsBoard of Trustees of the Funds, each Trust.

The Board of which is comprisedTrustees of the same nine Trustees. The Trustees, all but one of whom is not an “interested person” of Delaware FundsSMby Macquarie, believe these proposals are in the best interests of shareholders.The Trustees recommendeach Trust has approved, and unanimously recommends that you vote FOR, each proposal.

The enclosed overviewall trustee nominees.

Detailed information about the proposal is provided to assist you in understanding the proposals. Each of the proposals is described in greater detailcontained in the enclosed Proxy Statement.

Voting is quickmaterials. Please review and easy. Everything you need is enclosed.To cast your vote, simply completeconsider the proxy card(s) enclosed in this package. Be surematerials carefully, and then please take a moment to signvote.

Due to the card(s) before mailing it (them)coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the Web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.


TableMeeting only if you were a shareholder of Contents

If you have any questions before you vote, please call Computersharea Fund Services (“Computershare”), the Funds’ proxy solicitor, at 866 612-5812. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative.

Sincerely,


Shawn K. Lytle
President, Chief Executive Officer, and Trustee

Jan. 31, 2018


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NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 7, 2018

To the Shareholders of:

Delaware Extended Duration Bond Fund, a series of
Delaware Group
®Income Funds
Macquarie Large Cap Value Portfolio, a series of
Macquarie Institutional Portfolios, registered as Delaware Pooled®
Trust
Delaware Tax-Free New York Fund, a series of Voyageur Mutual Funds

NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of shareholders of the specific series (each, a “Fund” and collectively, the “Funds”) within the open-end registered investment companies listed above (each, a “Trust” and collectively, the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 7, 2018 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:

1.

To approve the implementation of the updated “manager of managers” order for each of the Funds.

2.

To approve sub-advisory agreements between the Delaware Management Company and each of Macquarie Investment Management Europe Limited and Macquarie Investment Management Global Limited for the Delaware Extended Duration Bond Fund, a series of Delaware Group®Income Funds.

3.

To revise the fundamental investment restriction relating to lending for the Macquarie Large Cap Value Equity Portfolio, a series of Delaware Pooled®Trust, and the Delaware Tax-Free New York Fund, a series of Voyageur Mutual Funds.

Shareholders of record of the Funds as of the close of business on Dec. 15, 2017the Record Date, or if you hold a valid proxy for the Meeting. Shareholders will be able to attend and participate in the Special Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MV5Z5XA on the meeting date and time described in the accompanying proxy statement.  To participate in the Special Meeting, you will need to log on using the control number from your proxy card or Meeting notice.  The control number can be found in the shaded box. There is no physical location for the Meeting.



Whether or not you plan to attend the virtual Meeting, your vote is needed.
Attendance at the Meeting will be limited to shareholders of the Fund as of the close of business on Record Date. You are entitled to notice of, and to vote at, the Meeting orand any adjournment thereof.Whether or not you plan to attendof the Meeting, pleaseeven if you no longer hold shares of the Fund. Your vote is important no matter how many shares you own. It is important that your sharesvote be received no later than the time of the Meeting.
Voting is quick and easy. Everything you need is enclosed. You may vote by completing and returning theyour proxy card(s) by mailcard/voting instruction form in the enclosed postage-paid return envelope, provided,by calling the toll-free telephone number listed on the enclosed proxy card/voting instruction form, or by visiting the Internet website listed on the enclosed proxy card/voting by telephoneinstruction form. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card/voting instruction form you receive. If we do not hear from you, our proxy solicitor, Computershare, may contact you. This will ensure that your vote is counted even if you cannot or overdo not wish to attend the Internet. Meeting. If you have any questions about the proposal or how to vote, you may call Computershare at 866-963-6125 and a representative will assist you.
Your vote is important.


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By order of the Boards of Trustees,


Shawn K. Lytle
President, Chief Executive Officer,important to us. Thank you for your response and Trustee

Jan. 31, 2018

To secure the largest possible representation and to save the expense of further mailings, please markfor your proxy card(s), sign, and return it (them) in the enclosed envelope, which requires no postage if mailed within the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement.

SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE FUND WILL RECEIVE PROXY CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.


investment.

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PROXY STATEMENT

BRIEF OVERVIEW3
PROPOSAL 1: UPDATED MANAGER OF MANAGERS RELIEF6Sincerely,
PROPOSAL 2: TO APPROVE SUB-ADVISORY AGREEMENTS
(DELAWARE EXTENDED DURATION BOND FUND ONLY)
9
Shawn K. Lytle
PROPOSAL 3: AMENDMENT OF FUNDAMENTAL
INVESTMENT RESTRICTION RELATING TO LENDING

(MACQUARIE LARGE CAP VALUE PORTFOLIO AND

DELAWARE TAX-FREE NEW YORK FUND ONLY)
13
VOTING INFORMATION15
How will shareholder voting be handled?15
How do I ensure my vote is accurately recorded?15
May I revoke my proxy?16
What other matters will be voted upon at the Meeting?16
Who is entitled to vote?16
What is the Quorum requirement?16
What is the required vote for each Proposal?16
Who will pay the expensesPresident of the Meeting?17
What other solicitations will be made?17
Why did my household receive only one copy of this Proxy Statement?18
How do I submit a shareholder proposal for inclusion in a Trust’s
proxy statement for a future shareholder meeting?
18
How may I communicate with the Boards?19
MORE INFORMATION ABOUT THE FUNDS19
PRINCIPAL HOLDERS OF SHARES21
APPENDICES TO PROXY STATEMENT22
APPENDIX A – FORM OF SUB-ADVISORY AGREEMENT
BETWEEN DMC AND MIMEL
23
APPENDIX B – FORM OF SUB-ADVISORY AGREEMENT
BETWEEN DMC AND MIMGL
41
APPENDIX C – NUMBER OF SHARES OF EACH FUND
OUTSTANDING
59
APPENDIX D — 5% SHARE OWNERSHIP60
FORM OF PROXY CARD66Trusts

i



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DELAWARE GROUP® ADVISER FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

100 Independence
610 Market Street
Philadelphia, PA 19106-2354



NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS




DELAWARE FUNDSNOTICE IS HEREBY GIVENSMBY MACQUARIE

JOINT PROXY STATEMENT
DATED JAN. 31, 2018

Delaware Extended Duration Bond Fund, a series of
Delaware Group
®Income Funds
Macquarie Large Cap Value Portfolio, a series of
Macquarie Institutional Portfolios, registered as Delaware Pooled®
Trust
Delaware Tax-Free New York Fund, a series of Voyageur Mutual Funds

This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at that a joint special meeting of the shareholders (the “Meeting”)of each trust listed above of the specificDelaware Funds by Macquarie complex (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund”“Fund,” and collectively the “Funds”) withinwill be held via webcast on December 17, 2021 at 10:30 am ET (the “Meeting”).  At the registered open-end management investment companies listed above (each,Meeting, shareholders will be asked to consider and vote upon the following proposal (the “Proposal”) and to act upon any other business which may properly come before the Meeting or any adjournment or postponement thereof:


Shareholders
Entitled to Vote
Proposal:
To Elect Thirteen (13) Trustees to the Board of Trustees of each TrustAll shareholders of each Trust, voting separately
The Board of Trustees of each Trust (collectively, the “Board”) has approved, and unanimously recommends that you vote FOR, all nominees in the Proposal.
The Proposal is discussed in greater detail in the enclosed joint proxy statement. Please read the joint proxy statement carefully for information concerning the Proposal. The enclosed materials contain the Notice of Meeting of Shareholders, joint proxy statement and proxy card(s)/voting instruction form(s). A proxy card/voting instruction form is, in essence, a “Trust”ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to your Fund(s). If you complete, sign and collectively,return the “Trusts”),proxy card/voting instruction form, we will vote it as you indicated. If you simply sign, date and return the enclosed proxy card/voting instruction form, but do not specify a vote, your proxy will be voted FOR the Proposal and FOR each trustee nominee.

Shareholders of record of the Fund at the close of business on October 4, 2021 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting and any adjournments, postponements or delays thereof. It is important that your shares be voted at the Meeting. You may vote by telephone, Internet or by completing the enclosed proxy card(s)/voting instruction form(s) and returning it in the accompanying envelope as promptly as possible. You may also vote by attending the Meeting via webcast.
REGARDLESS OF WHETHER YOU PLAN TO PARTICIPATE IN THE MEETING VIA WEBCAST, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM.

If you attend the Meeting via webcast and wish to vote at that time, you will be able to do so and your vote at the Meeting will revoke any proxy you may have submitted. Merely attending the Meeting via webcast, however, will not revoke a previously given proxy.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Meeting only if you were a shareholder of a Fund as of the close of business on the Record Date, or if you hold a valid proxy for the Meeting. Shareholders will be able to attend and participate in the Special Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MV5Z5XA on the meeting date and time described in the accompanying proxy statement.  To participate in the Special Meeting, you will need to log on using the control number from your proxy card or Meeting notice.  The control number can be found in the shaded box. There is issuingno physical location for the Meeting.
YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY SHARES YOU OWN, PLEASE SEND IN THE PROXY CARD/VOTING INSTRUCTION FORM, OR VOTE BY TELEPHONE OR THE INTERNET TODAY.
Important Notice Regarding the Internet Availability of Proxy Materials for the Meeting.  This Notice and the joint proxy statement and prospectus are available on the internet at delawarefunds.com/DFBMproxy. On this webpage, you will be able to access the Notice, the joint proxy statement and prospectus, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.  We encourage you to access and review all of the important information contained in the proxy materials before voting.
By Order of the Boards of Trustees
Shawn K. Lytle
President of the Trusts
October 22, 2021


JOINT PROXY STATEMENT

For

DELAWARE GROUP® ADVISER FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

100 Independence
610 Market Street
Philadelphia, PA 19106-2354

Dated: October 22, 2021

JOINT PROXY STATEMENT
FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 17, 2021



This joint proxy statement (“Joint Proxy Statement”) is being furnished to you in connection with the solicitation materials. The Meeting was calledof proxies by the Boards of Trustees of the Trusts (each a “Board”“Board,” and collectively, the “Board” or the “Boards”) of the each of the trusts listed above (each individually, a “Trust,” and collectively, the “Trusts”) on behalf of each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) to be held via webcast on December 17, 2021 at 10:30 am ET (the “Meeting”).
The Joint Proxy Statement provides you with information you should review before voting on the matters listed in the Notice of the Joint Special Meeting of Shareholders. Much of the information in this Joint Proxy Statement is required under rules of the U.S. Securities and Exchange Commission (“SEC”). If there is anything you do not understand, please contact Computershares at 866-963-6125. This Joint Proxy Statement, the Notice of the Joint Special Meeting of Shareholders and related proxy card(s)/voting instruction form(s) will be mailed to shareholders of the Funds beginning on or about October 25, 2021.
Proposal/Shareholders Entitled to Vote
1

The Meeting is being called to ask shareholders to consider and vote on the following proposals (each, aproposal (the “Proposal” and collectively, the “Proposals”), each of which is described more fully below:


ProposalWho votes on the Proposal?
1.

To approve the implementation of the updated “manager of managers” order.

Shareholders of each Fund, voting separately from shareholders of each other Fund.

     
2.

To approve sub-advisory agreements.

Shareholders of the Delaware Extended Duration Bond Fund, a series of Delaware Group®Income Funds.

Entitled to Vote
Proposal:
To Elect Thirteen (13) Trustees to the Board of Trustees of each Trust
3.

To revise the fundamental investment restriction relating to lending.

Shareholders

All shareholders of the Macquarie Large Cap Value Portfolio, a series of Delaware Pooled®each Trust, and the Delaware Tax-Free New York Fund, a series of Voyageur Mutual Funds, each voting separately from shareholders of the other Fund.

The principal officesBoard has unanimously approved, and recommends that you vote FOR, all nominees.

Shareholders of record of the Trusts are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the officesFund as of the Trusts by telephone by calling 800 523-1918. Each Trustclose of business on October 4, 2021 (the “Record Date”) are entitled to attend and to vote at the Meeting.  As of the Record Date, the number of shares of each Fund outstanding and entitled to vote at the Meeting is registered as an open-end management investment company underset forth on Appendix B.
Due to the Investment Company Actcoronavirus outbreak (COVID-19) and to support the health and well-being of 1940, as amended (the “1940 Act”).


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Theour shareholders, employees, and community, the Meeting will be held atconducted exclusively via webcast. Instructions on how to vote whether you expect to attend the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 7, 2018 at 3:00 p.m., Eastern time. Only Fund shareholders will be admitted toMeeting or not are provided under the Meeting. The Boards, on behalf of each Fund, are soliciting these proxies. This Proxy Statement is first being sent to shareholders on or about Feb. 6, 2018.

This Proxy Statement gives you information about the Trustees, the Proposals, and other matters that you should know before voting. The Board of each Trust has determined that the joint usesection “VOTING PROCEDURES—How do I vote?” section of this Joint Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of all of the Funds.

Statement.

TO ASSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD(S)/VOTING INSTRUCTION FORM(S). A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE THROUGH THE INTERNET AT THE WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM.
Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request. Such requests should be directed to a Fund by calling 800 523-1918 or by writing to the Fund at Attention: Shareholder Services, P.O. Box 9876, Providence, RI 02940-8076 by regular mail or 4400 Computer Drive, Westborough, MA 01581-1722 by overnight courier service. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ Web site at delawarefunds.com (for Delaware Extended Duration Bond Fund and Delaware Tax-Free New York Fund) and macquarieim.com (for Macquarie Large Cap Value Portfolio).2

Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above.



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BRIEF OVERVIEW

Important information to help you understand the Proposals.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
Below is a brief overview of the Proposalsmatter to be voted upon. The Proposals are described in greater detail later inon at the Proxy Statement.Meeting. Your vote is important, no matter how large or small your holdings may be.

What Proposals Please read the full text of this Joint Proxy Statement, which contains additional information about the Proposal, and keep it for future reference.

PROPOSAL: TO ELECT THIRTEEN (13) TRUSTEES TO THE BOARD OF TRUSTEES OF EACH TRUST
Why am I being asked to vote on?

You are being asked to vote onelect new Trustees?

Currently, the following Proposals:

1.      

To approve the implementation of the updated “manager of managers” order (for Delaware Extended Duration Bond Fund, Macquarie Large Cap Value Portfolio, and Delaware Tax-Free New York Fund shareholders).

2.

To approve sub-advisory agreements (for Delaware Extended Duration Bond Fund shareholders only).

3.

To revise the fundamental investment restriction relating to lending (for Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund shareholders only).

The approval of any of the Proposals by any one Fund is not contingent on any other approval.

Has each Board approved the Proposals?

Yes. The Board of Trustees of each Trust has unanimously approvedten members, nine of whom are Independent Trustees (as defined below).  The Board has determined to increase the relevant Proposals, and recommends that you vote to approve those that apply to your Fund.

Proposal 1: To approve the implementationsize of the updated “managerBoard of managers” order.

What is Proposal 1?

Proposal 1 relateseach Trust to a typethirteen members, to be comprised of exemptive relief granted by the U.S. Securitiesten existing trustees of each Trust and Exchange Commission, knownthree nominees who served as a “managertrustees of managers” order that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommendingIvy Funds complex prior to the boardacquisition of trustees their hiring, termination, or replacement.

The Funds, along with the other funds inparent company of the Delaware FundsSMIvy Funds’ investment adviser, Waddell & Reed Financial, Inc., by Macquarie complexAsset Management, the asset management division of Macquarie Group (“Macquarie”) and other related funds managed by the same investment advisor: (1) were previously granted a manageran affiliate of managers order that allows them to hire unaffiliated


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sub-advisors and to make material amendments to the related sub-advisory contracts (the “Current MOM Order”); and (2) then were subsequently granted an updated manager of managers order permitting them to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts, without shareholder approval (the “Updated MOM Order”). The Updated MOM Order was approved by shareholders of the other funds within Delaware FundsSM by Macquarie in 2015. Shareholders of the Funds also considered, but did not ultimately approve, the Updated MOM Order in 2015. At the present time, the Funds may rely on the Current MOM Order, but are not able to use the expanded relief granted by the Updated MOM Order. It is proposed that shareholders approve the Updated MOM Order so that the Funds may have the same capabilities as other funds within the Delaware FundsSMby Macquarie complex, and be able to hire both affiliated and unaffiliated sub-advisors and to make material amendments to the related sub-advisory contracts.

Why should shareholders approve this Proposal?

Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required in order to hire a new sub-advisor that is affiliated with the Funds’ investment advisor or to change certain material terms of a related sub-advisory agreement. If the Funds could rely on the Updated MOM Order that includes affiliated sub-advisors, it would permit the Funds’ investment advisor to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Boards believe would benefit the Funds and their shareholders, and avoid costs relating to the appointment of affiliated sub-advisors, such as proposed in Proposal 2. Moreover, approval of this Proposal would permit consistent administration of the Delaware FundsSMby Macquarie and enable the Funds’ investment advisor,adviser, Delaware Management Company (“DMC”).  In order to satisfy the board composition requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Funds’ shareholders must approve the selection of the trustee nominees.  Among other things, the Board considered the background and experience of each trustee nominee, including each trustee nominee’s experience with the Delaware Funds by Macquarie or the “Manager”), to leverage resources within Macquarie Investment Management to support its managementIvy Funds, and determined that each trustee nominee would provide valuable continuity and enhance the Board’s oversight of the Funds.  If shareholders do not approveInformation about the Proposal,trustee nominees, including age, principal occupations during the Funds will continue to rely upon the Current MOM Order, as needed.

Proposal 2: To approve new sub-advisory agreements.

What is Proposal 2?

Proposal 2 is only for shareholders of Delaware Extended Duration Bond Fund. For the Delaware Extended Duration Bond Fund, the Fund’s investment advisor, DMC, seeks to collaborate with Macquarie Investment Management Europe Limited (“MIMEL”)past five years, and Macquarie Investment Management Global Limited (“MIMGL”) on its management of the Fund, and requires shareholder approval to do so. Under the proposed arrangement, MIMEL and MIMGL will provide investment advice and recommendations, including with respect to specific securities, for consideration and


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evaluation by the Fund’s portfolio managers. DMC will continue to serveother information, such as the Fund’s investment advisor, and DMC’s current portfolio managers would continue to have ultimate portfolio management discretion over the Fund. The Fund’s investment process will not change, and the Managertrustee nominees’ experience, qualifications, attributes, or skills, is not proposing any changes to the Fund’s fees, investment objectives, policies, or limitationsset forth in connection with this Proposal.

Joint Proxy Statement.

VOTING PROCEDURES
Why should shareholders approvedid you send me this Proposal?

The addition of MIMEL and MIMGL as sub-advisors for the Delaware Extended Duration Bond Fund will enable DMC to utilize the investment expertise and experience of its affiliates located in London and Sydney to provide more comprehensive investment resources to support the Fund’s investment process. The additional advisory services provided by MIMEL and MIMGL will enhance DMC’s investment process and provide additional resources not currently accessed by the Fund, which the Board believes would benefit the Fund and its shareholders. If shareholders do not approvebooklet?

You are receiving this Proposal, the Board will meet with DMC to review what further action should be taken.

Proposal 3: To revise the fundamental investment restriction relating to lending.

What is Proposal 3?

Proposal 3 is for shareholders of Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund. Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund each have a fundamental investment restriction related to making loans which is more limited in scope than what is required by federal securities laws. As a result, the restriction prohibits certain lending activities that are otherwise permissible for the funds, including interfund borrowing and lending. Proposal 3 provides for the revision of the restriction related to loans to expand the scope of lending activities in which the funds could engage. Shareholders of Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund considered, but did not approve, the same revised fundamental investment restriction related to lending in 2015. However, this revised investment restriction was approved by shareholders of the other funds in the Delaware FundsSMby Macquarie complex in 2015. It is proposed that shareholders approve the revised restriction so that Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund may have the same capabilities as other funds within the complex.

Why should shareholders approve this Proposal?

The proposed changes to Macquarie Large Cap Value Portfolio’s and Delaware Tax-Free New York Fund’s fundamental investment restriction related to loans would enable the funds to accommodate industry and market developments and provide them with additional liquidity resources. If shareholders do not approve this Proposal, no changes are anticipated for the funds.


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PROPOSAL 1: UPDATED MANAGER OF MANAGERS RELIEF

(Delaware Extended Duration Bond Fund,
Macquarie Large Cap Value Equity Portfolio, and Delaware Tax-Free
New York Fund)

Proposal 1 applies to all three Funds and relates to a type of exemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, which allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement. Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required to hire a new sub-advisor or to change certain material terms of an existing sub-advisory agreement.

In general, the exemptive relief provided by a manager of managers order enables funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements. In addition, should a fund have a poorly performing sub-advisor or one whose management team has left or is going through a change of control, the investment advisor and board of trustees have the ability to replace the sub-advisor quickly under the terms of the manager of managers order, helping to mitigate any detrimental impact to the fund.

Generally, under the terms of manager of managers orders, the investment advisor may hire a sub-advisor subject to board approval, withoutbooklet because you were a shareholder vote. The order requires that whenever a sub-advisor changeof one or a material change to a sub-advisory agreement is proposed for a fund with an affiliated sub-advisor, the board of trustees, including a majority of the independent trustees, will make a separate finding, reflected in the board minutes, that such change is in the best interests of the fund and its shareholders, and does not involve a conflict of interest from which the investment advisor or the affiliated sub-advisor derives an inappropriate advantage. By means of an information statement, shareholders are fully informed of any sub-advisor changes and can make an informed decision about the merits of such sub-advisor when determining whether to continue investing in a fund. The investment advisor has ultimate responsibility, subject to oversight by the board, for overseeing a fund’s sub-advisors and recommending to the board their hiring, termination, or replacement.


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In 2005, Delawaremore FundsSMby Macquarie conducted a complex-wide shareholder meeting at which shareholders for the Funds approved the use of the Current Manager of Managers Order and the related multi-manager structure. This multi-manager structure approval related to the hiring of both unaffiliated and affiliated sub-advisors.

In 2006, the SEC granted the Current MOM Order that permits DMC, with the approval of the Board, to appoint and replace unaffiliated sub-advisors for the Funds and other affiliated funds, enter into sub-advisory agreements with such entities, and materially amend and terminate such sub-advisory agreements on behalf of the funds. The Current MOM Order does not apply to sub-advisors that are affiliated with DMC.

In recent years, the SEC has granted other fund complexes manager of managers orders which allow an advisor to appoint and replace both unaffiliated sub-advisors and wholly owned subsidiaries of the advisor or its parent company without seeking shareholder approval. In 2015, Delaware FundsSMby Macquarie conducted a complex-wide shareholder meeting at which shareholders for all the funds except Delaware Extended Duration Bond Fund, Macquarie Large Cap Value Portfolio, and Delaware Tax-Free New York Fund approved the use of the Updated MOM Order permitting the hiring of both unaffiliated and affiliated sub-advisors. The Funds’ shareholders did not approve the use of the Updated MOM Order.

In 2016, the SEC granted DMC and Delaware FundsSMby Macquarie the Updated MOM Order that permits DMC, with the approval of the Board, to appoint and replaceaffiliated and unaffiliated sub-advisors for the funds, enter into sub-advisory agreements with such entities, and materially amend and terminate such sub-advisory agreements on behalf of the funds. A condition of the Updated MOM Order is that shareholders approve a fund’s ability to operate under it. The Funds are the only funds within the Delaware FundsSMby Macquarie complex that do not have the ability to rely on the Updated MOM Order.

It is proposed that shareholders approve the Updated MOM Order so that the Funds may have the same capabilities as other funds within the complex, and be able to hire both affiliated and unaffiliated sub-advisors and to make material amendments to the related sub-advisory contracts. With the exception of the ability to hire affiliated sub-advisors, the Current MOM Order and the Updated MOM Order are materially similar in terms of the conditions contained therein.

Macquarie Group Limited’s acquisition of Macquarie Investment Management’s predecessor firm, Delaware Investments, in 2010 expanded the number of DMC affiliates that are investment managers which may be able to provide services to the Funds. The ability to hire these affiliated sub-advisors without the need for shareholder approval would benefit the Funds by providing them with efficient and


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timely access to asset managers from within the broader Macquarie organization, which can provide local market insight and real time coverage from their locations around the world. As reflected in Proposal 2, DMC is seeking to utilize affiliated sub-advisors to support its investment strategy for the Delaware Extended Duration Bond Fund. In the future, there may be other opportunities for a Fund to hire a sub-advisor that is an affiliate of DMC. Approving the Updated MOM Order that extends to affiliated sub-advisors would permit DMC to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Boards believe would benefit the Funds and their shareholders.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
PROPOSAL 1.


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PROPOSAL 2: TO APPROVE SUB-ADVISORY AGREEMENTS

(Delaware Extended Duration Bond Fund ONLY)

Proposal 2 relates solely to shareholders of Delaware Extended Duration Bond Fund. For the Delaware Extended Duration Bond Fund, the Fund’s investment advisor, DMC, seeks to collaborate with its affiliates, Macquarie Investment Management Europe Limited (“MIMEL”) and Macquarie Investment Management Global Limited (“MIMGL”), each, a registered investment advisor with the SEC, on its management of the Fund by seeking investment recommendations, discussing strategy and obtaining investment ideas on a regular basis. As noted above, under the Proposal, DMC will continue to serve as the Fund’s investment advisor, and DMC’s current portfolio managers will continue to have ultimate portfolio management discretion over the Funds. MIMEL, DMC’s U.K. domiciled affiliate, and MIMGL, DMC’s Australian domiciled affiliate, will provide investment advice and recommendations, including with respect to specific securities, for consideration and evaluation by DMC’s portfolio managers. The Fund’s investment objectives, policies and limitations will not change in connection with this Proposal. DMC will retain portfolio management responsibilities for the Fund consistent with current practice and its current investment process will not change.

Factors relating to the Board’s approval of MIMEL and MIMGL to serve as sub-advisors to the Fund

Following is a discussion of the factors considered by the Board in approving the sub-advisory contracts between DMC, MIMEL and MIMGL. In evaluating the proposed sub-advisory agreements, the Board, including a majority of the independent trustees, made a separate finding, reflected in the Board minutes, that the sub-advisory agreements are in the best interests of the Fund and its shareholders, and do not involve a conflict of interest from which any of DMC, MIMEL or MIMGL derives an inappropriate advantage.

Nature, extent and quality of services to be provided under the proposed Sub-Advisory Agreements

Macquarie Group has investment capabilities located around the world in multiple jurisdictions. DMC’s fixed income team has been collaborating with MIMEL and MIMGL for the past seven years, sharing high level investment insights on a regular basis with MIMEL and MIMGL personnel. DMC, MIMEL and MIMGL desire to function as a single fixed income investment team and expand the scope of their collaboration to enable personnel located in the different locations to share specific investment recommendations and client information. Accordingly, DMC seeks to appoint MIMEL and MIMGL as sub-advisors to the Fund. Appointing MIMEL and MIMGL as sub-advisors to the Fund will enable DMC to share Fund-specific


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information with MIMEL and MIMGL and to receive their specific research recommendations in order to enhance the investment advisory services DMC provides to the Fund. Moreover, the appointment of MIMEL and MIMGL facilitates real-time access to local markets across the three major time zones (Asia, Europe, Americas) as well as collaboration on all major fixed income asset classes currently managed in all three locations. The Board believes that this global coverage will be beneficial for the Fund, as it translates into potentially more resources and diversity of viewpoints that could assist in the management of the Fund.

About MIMEL and MIMGL

Like DMC, both MIMEL and MIMGL are investment advisory entities within Macquarie Investment Management (“MIM”), which is a division of Macquarie Asset Management (“MAM”). MAM is Macquarie Group’s funds management business. MAM is a full-service asset manager, offering a diverse range of capabilities and products including infrastructure and real asset management, securities investment management and structured access to funds, equity-based products and alternative assets.

MIM is a division of MAM and offers securities investment management capabilities across a number of asset classes including fixed interest, currencies, equities, infrastructure securities, private markets, hedge funds and multi-asset allocation solutions. MIM delivers a full-service offering to both institutional and retail clients in Australia and the U.S. with selective offerings in other regions.

1.MIMEL
MIMEL is a U.K. incorporated entity authorized and regulated by the Financial Conduct Authority and the SEC. The Macquarie Investment Management Fixed Income (MFI) team located in the U.K. forms part of MIMEL. The team includes three portfolio managers with responsibility, in conjunction with team members in other locations, for the day to day management of Macquarie’s global bond assets totaling AUD$687 million in assets as of Dec. 31, 2017.
2.

MIMGL

MIMGL is an Australian incorporated entity with an Australian Financial Services License and is registered with the SEC.

MIMGL provides investment advisory services for mandates managed across a range of asset classes. Macquarie Fixed Income (MFI) forms part of MIMGL and is the team responsible for managing cash, fixed income, currency and derivatives mandates. The MFI team has been managing fixed income assets since 1980, launching Australia’s first cash


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management trust. MFI now manages approximately AUD$53.8 billion as of Dec. 31, 2017 across cash, credit, fixed interest, and currency for a range of Australian and international clients.

Benefits of the Proposed Sub-Advisory Agreements

The Board considered the following benefits in approving the sub-advisory agreements:

the fixed income teams within MIMEL and MIMGL have developed effective global research resources which have assisted them with generating a strong track record and delivering attractive risk-adjusted outcomes for their clients in their global credit and income based strategies. Utilizing the investment expertise and experience of DMC’s affiliates located in London and Sydney will provide DMC with more comprehensive investment resources to use in its management of the Fund.

potential to attract additional assets in the Fund. Many of the Fund’s competitors have access to ex-U.S. affiliates in connection with their management of similar strategies. Access to its ex-U.S. affiliates may assist DMC with attracting assets and make the Fund more competitive. Operating as part of a global investment team will provide DMC with 24 hour coverage of global markets and enhance its investment process.

as MIM’s Fixed Income Group becomes a single global team, it will manage all fixed income products across the three locations in a consistent manner and have greater access to information in real time worldwide.

The costs of the services to be provided

The proposed sub-advisory agreements do not provide for DMC or the Fund to pay for the services of MIMEL or MIMGL. The fees to be charged under the sub-advisory agreements are set at zero (0). If and when DMC desires to utilize additional services from MIMEL and MIMGL, such as discretionary portfolio management and trading, DMC will seek approval from the Fund’s Board for any sub-advisory fees to be charged. Sub-advisory fees will not be paid from Fund assets but will be paid for by DMC, so there will be no increase in Fund expenses for shareholders even in the event fees are charged in the future.

With no fees to be charged under the proposed sub-advisory agreements, the Board recognized that the Fund may benefit from the additional investment resources with no associated costs. Because no fees will be charged, no profits are to be realized by MIMEL and MIMGL from their relationship with the Fund, and comparisons of the fees and services to be provided under the contract as well as economies of scale are not relevant.


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Regulatory requirements

Under the 1940 Act, the definition of “investment adviser” is broad and encompasses the types of services anticipated to be provided by MIMEL and MIMGL. Because MIMEL and MIMGL will be considered to be investment advisors, section 15 of the 1940 Act requires that DMC enter into sub-advisory agreements with those entities on behalf of the Fund. The 1940 Act requires that the Fund’s shareholders approve the proposed sub-advisory agreements with MIMEL and MIMGL before the Trust enters into such agreements. However, the Trust may not be required to seek shareholder approval of the Fund’s sub-advisory agreements in the future if Proposal 1 is approved. If Proposal 1 is approved, DMC would be permitted to enter into sub-advisory agreements with affiliated sub-advisors approved by the Board, subject to certain conditions, but without the requirement of seeking shareholder approval.

If shareholders approve Proposal 2, MIMEL and MIMGL would begin providing services to the Fund as soon as the first quarter of 2018, following updates to the Fund’s prospectus.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF DELAWARE
EXTENDED DURATION BOND FUND UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR PROPOSAL 2.


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PROPOSAL 3: AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTION RELATING TO LENDING

(Macquarie Large Cap Value Portfolio and
Delaware Tax-Free New York Fund ONLY)

This Proposal relates solely to shareholders of Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund. Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund each have a fundamental investment restriction related to making loans. The current restrictions related to loans are more limited in scope than what is required by the 1940 Act, and in their current form, the restrictions prohibit certain lending activities that are otherwise permissible for the funds, including interfund borrowing and lending (which would in addition require seeking exemptive relief from the SEC). The proposed changes to the restriction related to loans expand the scope of lending activities that Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund could engage in, enabling the funds to accommodate industry and market developments, as well as providing additional liquidity resources.

Under the 1940 Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the fundamental investment restriction related to lending are shown below:

Current LanguageProposed Language

Make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.

The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the Investment Company Act of 1940, as amended (“1940 Act”), any rule or order thereunder, or Securities and Exchange Commission (“SEC”) staff interpretation thereof, may permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.

DMC’s ability to manage a fund’s assets in a changing investment environment may be enhanced by modifying and modernizing unnecessarily restrictive or outdated fundamental investment restrictions. The proposed changes to the fundamental investment restriction related to loans will provide greater investment management flexibility to respond to market, industry, regulatory, or technical innovations.


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In addition, the proposed changes to the restriction would permit Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund to engage in interfund lending, subject to SEC approval of a potential exemptive application at some time in the future. Interfund lending would allow one Delaware Fund to temporarily lend cash to another Delaware Fund, subject to certain requirements. An interfund borrowing and lending program may provide the opportunity for a borrowing fund to pay a lower interest rate than would be typically available from a bank, and a lending fund to receive an interest rate higher than what could be expected typically from investing cash in short term instruments for cash management purposes. Interfund lending could provide a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities. For example, interfund lending could provide a borrowing fund with significant savings at a time when the cash position of the borrowing fund is insufficient to meet temporary cash requirements in situations where shareholder redemptions exceed expected volumes and a fund has insufficient cash on hand to satisfy such redemptions.

In 2015, Delaware FundsSMby Macquarie conducted a complex-wide shareholder meeting at which shareholders for all the funds except Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund approved the proposed changes to the restriction to permit interfund borrowing and lending. DMC has not pursued SEC approval of an exemptive application, but the Boards believe that it will benefit Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund to provide for consistent authority across the Delaware FundsSMby Macquarie complex. Such consistency is anticipated to provide operational and compliance benefits for the funds and could also be beneficial in future transactions, such as mergers between funds within the complex.

If Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund receive shareholder approval to amend the fundamental investment restriction, as well as exemptive relief from the SEC, the funds may revise their existing credit facility with a consortium of banks for the credit line to allow for interfund lending.

FOR THE REASONS DISCUSSED ABOVE, THE BOARDS OF
MACQUARIE LARGE CAP VALUE PORTFOLIO AND DELAWARE
TAX-FREE NEW YORK FUND UNANIMOUSLY RECOMMEND THAT YOU
VOTE FOR PROPOSAL 3.


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VOTING INFORMATION

How will shareholder voting be handled?

Only shareholders of record of the Funds at the close of business on Dec. 15, 2017October 4, 2021 (the “Record Date”), will be entitled to notice of, and to vote at,.  This booklet includes the MeetingJoint Proxy Statement. It provides you with information you should review before providing voting instructions on the matters describedlisted above.  The words “you” and “shareholder” are used in this Joint Proxy Statement. Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.

Who is asking for my vote?
The Board has sent a Joint Proxy Statement to you and all other shareholders of record who have a beneficial interest in a Fund as of the Record Date. The Board is soliciting your vote for the Proposal discussed herein.
Who is eligible to vote?
Shareholders holding an investment in shares of any of the Funds as of the close of business on the Record Date are eligible to vote. Shareholders of the Funds on the Record Date will be entitled to one vote for each share (and a proportional fractional vote for each fraction of a share held.)  No shares have cumulative voting rights in the election of Trustees.
Delaware VIP Trust (“Delaware VIP”) sells its shares only to the separate accounts of certain select insurance companies (“Participating Insurance Companies”) to fund certain variable life insurance policies and variable annuity contracts (“Policies”).  These shares are currently sold only to variable life insurance separate accounts and variable annuity separate accounts (hereinafter collectively referred to as the “Variable Accounts”) as a funding vehicle for the Policies offered by the Variable Accounts of Participating Insurance Companies. Each of the Variable Accounts has a sub-account (“Sub-Account”), the assets of which are invested in shares of Delaware VIP Funds.
Owners of the Policies issued by each Participating Insurance Company (“Policyowners”) who select a portfolio for investment through a Variable Account have a beneficial interest in a Delaware VIP Fund, but do not invest directly in or hold shares of a Delaware VIP Fund. The Participating Insurance Company that uses a Delaware VIP Fund as an investment option is, in most cases, the actual shareholder of the Delaware VIP Fund and, as the legal owner of the Delaware VIP Fund’s shares, has voting power with respect to the shares.  Each Participating Insurance company is
3


the legal owner of all Delaware VIP Fund shares held by the Variable Accounts of that Participating Insurance Company. In accordance with its view of applicable law, each Participating Insurance Company is soliciting voting instructions from its Policyowners with respect to all matters to be acted upon at the Meeting. The Policyowners permitted to give instructions for the Delaware VIP Fund and the number of Fund shares for which instructions may be given will be determined as of the Record Date for the Meeting. The numbers of votes which a Policyowner has the right to instruct will be calculated separately for each Variable Account. That number will be determined by applying the Policyowner’s percentage interest, if any, in the Sub-Account holding shares of the Fund to the total number of votes attributable to that Sub-Account. All Delaware VIP Fund shares held by the Variable Accounts of a Participating Insurance Company will be voted in accordance with voting instructions received from its Policyowners. Each Participating Insurance Company will vote Delaware VIP Fund shares attributable to its Policies as to which no timely instructions are received, and any Delaware VIP Fund shares held by that Participating Insurance Company as to which Policyowners have no beneficial interest, in proportion to the voting instructions, including abstentions, which are received with respect to its Policies participating in the Delaware VIP Fund. The effect of such proportional voting is that a small number of Policyowners may determine the outcome of the vote.
For purposes of this Joint Proxy Statement, the terms “shareholder,” “you,” and “your” may refer to Policyowners and to Variable Accounts and Participating Insurance Companies, as direct owners of shares of the Delaware VIP Funds, and any other direct shareholders of the Funds, unless the context otherwise requires.
How do I vote?
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Meeting only if you were a shareholder of a Fund as of the close of business on the Record Date, or if you hold a valid proxy for the Meeting.  Shareholders will be able to attend and participate in the Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MV5Z5XA on the meeting date and time described in the accompanying proxy statement.  To participate in the Special Meeting, you will need to log on using the control number from your proxy card or meeting notice.  The control number can be found in the shaded box. There is no physical location for the Special Meeting.
If you do not expect to be present at the Meeting via webcast and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s)/voting instruction form(s). If your proxy is properly returned, shares represented by it will be voted at the Meeting in accordance with your instructions for the Proposal. If your proxy is properly executed and returned and no choice is specified on the proxy card(s)/voting instruction form(s) with respect to the Proposal, the proxy will be voted FOR the approval of each trustee nominee and in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meeting. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail or the Internet or by attending the Meeting via webcast and voting at the Meeting. If you revoke a previous proxy, your vote will not be counted unless you attend the Meeting via webcast and vote or legally appoint another proxy to vote on your behalf.
If you are a registered shareholder, you do not need to register to attend the Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting virtually on the Internet.
To register to attend the Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy.  Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., ET, 3 business days prior to the Meeting date.
Requests for registration should be directed to us by emailing an image of your legal proxy, to shareholdermeetings@computershare.com.
The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the
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start time. A link on the meeting page will provide further assistance should you need it or you may call 888-724-2416 or 781-575-2748.
How can I obtain more information about the Funds?
Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. This Joint Proxy Statement should be read in conjunction with each Annual Report. You can obtain copies of the Annual Reports, without charge, by writing to the respective Trust or to Delaware Distributors, L.P. at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, or by calling 800-523-1918. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge at www.delawarefunds.com.


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PROPOSAL 1
TO ELECT THIRTEEN (13) TRUSTEES TO THE BOARD OF TRUSTEES OF EACH TRUST
Introduction
Currently, the Board of Trustees of each Trust has ten members, nine of whom are Independent Trustees (as defined below).  The Board has determined to increase the size of the Board of each Trust to thirteen members, to be comprised of the ten existing trustees of each Trust and three nominees who served as trustees of the Ivy Funds complex prior to the acquisition of the parent company of the Ivy Funds’ investment adviser, Waddell & Reed Financial, Inc., by Macquarie Asset Management, the asset management division of Macquarie Group (“Macquarie”) and an affiliate of the Funds’ investment adviser, Delaware Management Company (“DMC”)..  In order to satisfy the board composition requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Funds’ shareholders must approve the selection of the trustee nominees. Among other things, the Board considered the background and experience of each trustee nominee, including each trustee’s experience with the Delaware Funds by Macquarie and the Ivy Funds, and determined that each trustee nominee would provide valuable continuity and enhance the Board’s oversight of the Funds.
At the Meeting, shareholders of each Trust will be asked to elect the following nominees to serve as Trustees on the Board of each Trust: Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A. J. Lawrence, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, Janet L. Yeomans, and Shawn K. Lytle (the “Trustee Nominees”).
The Board currently consists of ten Trustees: Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, Janet L. Yeomans, and Shawn K. Lytle (the “Current Trustees”).
If each Trustee Nominee is approved, the Board of each Trust would consist of thirteen Trustees.  Of the ten Current Trustees, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Frances A. Sevilla-Sacasa, Thomas K. Whitford and Janet L. Yeomans have previously been elected to the Board by Fund shareholders.  In addition to the Trustee Nominees who are Current Trustees, it is proposed that three additional Trustee Nominees — Joseph Harroz, Jr., Sandra A. J. Lawrence, and H. Jeffrey Dobbs — be added to the Board if elected by Fund shareholders.   Except for Mr. Lytle, none of the Trustee Nominees are an “interested person” of the Trusts (as such term is defined in the 1940 Act) (the “Independent Trustees”).  Should Mr. Lytle be elected to the Board of each Trust by that Trust’s shareholders, he would be considered an “interested” Trustee because of his position with Macquarie (the “Interested Trustee”).
At a meeting held on August 11-12, 2021, the Board, at the recommendation of the Trusts’ Nominating and Corporate Governance Committee, which is comprised solely of Independent Trustees, nominated each Trustee Nominee for election to the Board of each Trust.
Information about the Trustee Nominees
The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of each Trustee Nominee set forth below.  All Trustee Nominees have indicated that they will serve on the Board, and the Board has no reason to believe that any of them will become unavailable to continue to serve as Trustees.  If a Trustee Nominee is unavailable to serve for any reason, the persons named as proxies will vote for such other Trustee Nominees nominated by the Independent Trustees.  Under the Declarations of Trust and By-laws, a Trustee may serve as a Trustee until he or she dies, resigns or is removed from office.
Independent Trustee Nominees
The twelve Independent Trustee Nominees, their term of office and length of time served (as applicable), their principal business occupations during the past five years, the number of portfolios overseen by the Trustee Nominees
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(or the number of portfolios they will oversee should they be elected by shareholders, as applicable) and other directorships, if any, held by the Trustee Nominees are shown below.

NAME,
ADDRESS AND
YEAR OF BIRTH
POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
TRUSTEE
SINCE
PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS
Interested Trustee
Shawn K. Lytle1
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1970
President, Chief Executive Officer, and Trustee
President and Chief Executive Officer since August 2015
Trustee since September 2015
Global Head of Macquarie Investment Management (January 2019-Present); Head of Americas of Macquarie Group (December 2017-Present); Deputy Global Head of Macquarie Investment Management (2017-2019); Head of Macquarie Investment Management Americas (2015-2017)150None
Independent Trustees
Jerome D. Abernathy
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1959
TrusteeSince January 2019Managing Member, Stonebrook Capital Management, LLC (financial technology: macro factors and databases) (January 1993–Present)150None
Thomas L. Bennett
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1947
Chair and
Trustee
Trustee since March 2005
Chair since March 2015
Private Investor (March 2004–Present)150None
Ann D. Borowiec
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1958
TrusteeSince March 2015Private Investor (2013-Present)

Chief Executive Officer, Private Wealth Management (2011–2013) and Market Manager, New Jersey Private Bank (2005–2011)—J.P.Morgan Chase & Co.
150
Director—Banco Santander International (October 2016–December 2019)
Director—Santander Bank,
N.A. (December 2016–
December 2019)
Joseph W. Chow
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1953
Trustee
Since January 2013
Private Investor (April 2011–Present)150
Director and Audit Committee Member—Hercules Technology
Growth Capital, Inc. (July 2004–July 2014)
H. Jeffrey Dobbs
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1955
 Trustee Nominee N/A Private Investor (2015-Present)

Global Sector Chairman, Industrial Manufacturing—KPMG LLP (2010-2015)
 150
Trustee—Ivy Funds, InvestEd and Ivy VIP Funds (2019-2021)
Director—Valparaiso University (2012-Present)
Director—TechAccel LLC (2015-Present) (Tech R&D)
7

NAME,
ADDRESS AND
YEAR OF BIRTH
 POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
 TRUSTEE
SINCE
 PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
 OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS






Board Member—Kansas City Repertory Theatre (2015-Present)
Board Member—PatientsVoices, Inc. (technology) (2018-Present)
Kansas City Campus for Animal Care (2018-Present)
John A. Fry
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1960
TrusteeSince January 2001
President—Drexel University (August 2010–Present)
President—Franklin & Marshall College (July 2002–June 2010)
150
Director; Compensation
Committee and Governance Committee Member—Community Health Systems (May 2004–Present)
Director and Audit Committee Member— vTv Therapeutics Inc. (2017–Present)
Director and Audit Committee Member—FS Credit Real Estate Income Trust, Inc. (2018–Present)
Director and Audit Committee Member—Federal Reserve Bank of Philadelphia (January
2020–Present)
Joseph Harroz, Jr.
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1967
 Trustee Nominee N/A
President (2020-Present), Interim President (2019-2020), Vice President (2010-2019) and Dean (2010-2019)—College of Law, University of Oklahoma
Managing Member—Harroz Investments, LLC, (commercial enterprises) (1998-2019)
Managing Member—St. Clair, LLC (commercial enterprises) (2019-Present)
 150
Trustee—Ivy Funds, InvestEd and Ivy VIP Funds (1998-2021)
Director and Shareholder—Valliance Bank (2007-Present)
Director—Foundation Healthcare (formerly Graymark HealthCare) (2008-2017)
Trustee—the Mewbourne Family Support Organization (non-profit) (2006-Present) (non-profit)
Independent Director—LSQ Manager, Inc. (real estate) (2007-2016)

Director—Oklahoma Foundation for Excellence (non-profit) (2008-Present)
Independent Chairman and Trustee—WRA Funds (Independent Chairman: 2015-2018; Trustee: 1998-2018)
8

NAME,
ADDRESS AND
YEAR OF BIRTH

POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
TRUSTEE
SINCE
PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
 NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS
Sandra A. J. Lawrence
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1957
Trustee NomineeN/A
Private Investor (2019-Present)
Formerly, Chief Administrative Officer—Children’s Mercy Hospitals and Clinics (2016-2019); and CFO—Children’s Mercy Hospitals and Clinics (2005-2016)
150
Trustee—Ivy Funds, InvestEd and Ivy VIP Funds (2019-2021)
Director, Hall Family Foundation (1993-Present)
Director, Westar Energy (utility) (2004-2018)
Trustee, Nelson-Atkins Museum of Art (non-profit) (2007-2020)
Director, Turn the Page KC (non-profit) (2012-2016)
Director, Kansas Metropolitan Business and Healthcare Coalition (non-profit) (2017-2019)
Director, National Association of Corporate Directors (non-profit) (2017-Present)
Director, American Shared Hospital Services (medical device) (2017-Present)
Director, Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc. and Kansas Gas and Electric Company (related utility companies) (2018-Present)
Director, Stowers (research) (2018); CoChair, Women Corporate, Directors (director education) (2018-2020)
Frances A. Sevilla-Sacasa
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1956
TrusteeSince September 2011
Private Investor
(January2017–Present)
Chief Executive Officer— Banco Itaú International
(April 2012–December 2016)
Executive Advisor to Dean (August 2011–March2012) and Interim Dean (January 2011–July 2011)—
 150
Trust Manager and Audit
Committee Chair—Camden Property Trust (August 2011–Present)
Director; Audit and Compensation Committee—Callon Petroleum Company (December 2019–Present)
Director; Audit Committee
9

NAME,
ADDRESS AND
YEAR OF BIRTH
POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
TRUSTEE
SINCE
PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS




University of Miami School of Business Administration
President—U.S. Trust Bank of America Private Wealth
Management (Private Banking) (July 2007–December 2008)


Member—Carrizo Oil & Gas, Inc.(March 2018–December 2019)
Thomas K. Whitford
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1956
TrusteeSince January 2013
Private Investor (2013-Present)
Vice Chairman (2010–April 2013)—PNC Financial Services Group
150
Director—HSBC North
America Holdings Inc.
(December 2013–Present)
Director—HSBC USA Inc. (July 2014–Present)
Director—HSBC Bank
USA, National Association
(July 2014–March 2017)
Director—HSBC Finance
Corporation (December 2013–April 2018)
Christianna Wood
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1959
TrusteeSince January 2019Chief Executive Officer and President—Gore Creek Capital, Ltd. (August 2009–Present)150
Director; Finance
Committee and Audit
Committee Member—
H&R Block Corporation
(July 2008–Present)
Director; Investments Committee, Capital and Finance Committee and Audit Committee Member—Grange Insurance (2013–Present)
Trustee; Chair of Nominating and Governance Committee and Member of Audit Committee—The Merger Fund (2013–2021), The Merger Fund VL
(2013–2021), WCM
Alternatives: Event-Driven
Fund (2013–2021), and
WCM Alternatives: Credit
Event Fund (December 2017–2021)
Director; Chair of Governance Committee and Audit Committee Member—International Securities Exchange (2010–2016)
Janet L. Yeomans
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
TrusteeSince April 1999
Private Investor (2012-Present)

Vice President and Treasurer
 150
Director; Personnel and
Compensation Committee
Chair; Member of Nominating, Investments, and Audit Committees for various periods
10

NAME,
ADDRESS AND
YEAR OF BIRTH
POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
TRUSTEE
SINCE
PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS

1948



(January 2006–July 2012), Vice President—Mergers & Acquisitions (January 2003–January 2006), and Vice President and Treasurer (July 1995–January 2003)—3M Company


throughout directorship—Okabena Company (2009–2017)
1.Shawn K. Lytle is considered to be an “Interested Trustee” because he is an executive officer of DMC.
Trustee Qualifications
The Nominating and Corporate Governance Committee of the Board of the Trusts is responsible for identifying, evaluating and recommending candidates to the Board.  The Committee reviews the background and the educational, business and professional experience of candidates and the candidates’ expected contributions to the Board.  Although the Board has not adopted a formal diversity policy, the Board nevertheless believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each director contribute to the Board’s diversity of experiences and bring a variety of complementary skills.  It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of the Trusts in a manner consistent with the best interests of the Trusts’ shareholders.
The Board has determined that each Trustee Nominee is qualified to serve on the Board because of his or her specific attributes, including prior experience, background and skills.  The Board considered that the Trustee Nominees’ familiarity and experience with the Funds, as members of the Board, of DMC and its affiliates, as members of the Delaware Funds by Macquarie board or the Ivy Funds board, would result in the Board having a breadth of knowledge that would enhance its ability to oversee the Funds.
The following is a summary of various qualifications, experiences and skills of each Trustee Nominee that that led to the Board’s conclusion that the Trustee Nominee should serve as a Trustee on the Board.

Independent Trustee Nominees

Jerome D. Abernathy – Mr. Abernathy has over 30 years of experience in the investment management industry.  In selecting him to serve on the Board, the Independent Trustees of the Trust noted and valued his extensive experience as a chief investment officer, director of research, trader, and analytical proprietary trading researcher.  Mr. Abernathy received a B.S. in electrical engineering from Howard University and a Ph.D. in electrical engineering and computer science from Massachusetts Institute of Technology.

Thomas L. Bennett – Mr. Bennett has over 30 years of experience in the investment management industry, particularly with fixed income portfolio management and credit analysis.  He has served in senior management for a number of money management firms.  Mr. Bennett has also served as a board member of another investment company, an educational institution, nonprofit organizations, and for-profit companies.  He has an M.B.A. from the University of Cincinnati. Mr. Bennet has been nominated to serve as Chair of the Board.

Ann D. Borowiec – Ms. Borowiec has over 25 years of experience in the banking and wealth management industry.  Ms. Borowiec also serves as a board member on several nonprofit organizations.  In nominating her to the Board in 2015, the Independent Trustees of the Trust found that her experience as a Chief Executive Officer in the private wealth management business at a leading global asset manager and private bank, including the restructuring of business lines and defining client recruitment strategies, complemented the skills of existing board members.  Her experience would also provide additional oversight skill in the area of fund distribution.  Ms. Borowiec holds a B.B.A. from Texas Christian University and an M.B.A. from Harvard University.

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Joseph W. Chow – Mr. Chow has over 30 years of experience in the banking and financial services industry.  In nominating him to the Board, the Independent Trustees of the Trust found that his extensive experience in business strategy in non-US markets complemented the skills of existing Board members and also reflected the increasing importance of global financial markets in investment management.  The Independent Trustees also found that Mr. Chow’s management responsibilities as a former Executive Vice President of a leading global asset servicing and investment management firm as well as his experience as Chief Risk and Corporate Administration Officer would add helpful oversight skills to the Board’s expertise.  Mr. Chow holds a B.A. degree from Brandeis University and M.C.P. and M.S. in Management degree from Massachusetts Institute of Technology.

H. Jeffrey Dobbs – Mr. Dobbs has more than 35 years of experience in the automotive, industrial manufacturing, financial services and consumer sectors.  He also has served as a partner in a public accounting firm.  Mr. Dobbs holds a degree in accounting from Valparaiso University.  The Board concluded that Mr. Dobbs is suitable to act as Trustee because of his extensive work in the global professional services industry and as a trustee of the Ivy Funds complex member, as well as his educational background.

John A. Fry – Mr. Fry has over 30 years of experience in higher education.  He has served in senior management for three major institutions of higher learning including serving as president of a leading research university.  Mr. Fry has also served as a board member of many nonprofit organizations and several for-profit companies.  Mr. Fry has extensive experience in overseeing areas such as finance, investments, risk-management, internal audit, and information technology.  He holds a B.A. degree in American Civilization from Lafayette College and an M.B.A. from New York University.

Joseph Harroz, Jr. – Mr. Harroz serves as the President of a state university, and also serves as a Director of a bank. He also has served as President and Director of a publicly traded company, as Interim President and General Counsel to a state university system and as Dean of the College of Law of that state university.  Mr. Harroz holds a B.A. degree from the University of Oklahoma and a J.D. from Georgetown University Law Center.  Mr. Harroz has multiple years of service as a trustee of the Ivy Funds complex.  The Board concluded that Mr. Harroz is suitable to serve as Trustee because of his educational background, his work experience and the length of his service as a trustee of the Ivy Funds complex.

Sandra A. J. Lawrence – Ms. Lawrence has been a member and chair of the boards of several closely-held corporations and charitable organizations.  She also has more than 14 years of experience serving on boards of public companies and has served as a chief financial officer and on investment committees.  Ms. Lawrence holds an A.B. from Vassar College, as well as master’s degrees from the Massachusetts Institute of Technology and Harvard Business School.  The Board concluded that Ms. Lawrence is suitable to serve as Trustee because of her work experience, financial background, academic background, service as trustee of the Ivy Funds complex, and service on corporate and charitable boards.

Frances A. Sevilla-Sacasa – Ms. Sevilla-Sacasa has over 30 years of experience in banking and wealth management.  In nominating her to the Board, the Independent Trustees of the Trust found that her extensive international wealth management experience, in particular, complemented the skills of existing Board members and also reflected the increasing importance of international investment management not only for dollar-denominated investors but also for investors outside the US.  The Independent Trustees also found that Ms. Sevilla-Sacasa’s management responsibilities as the former President and Chief Executive Officer of a major trust and wealth management company would add a helpful oversight skill to the Board’s expertise, and her extensive nonprofit Board experience gave them confidence that she would make a meaningful, experienced contribution to the Board of Trustees.  Finally, in electing Ms. Sevilla-Sacasa to the Board, the Independent Trustees valued her perceived dedication to client service as a result of her overall career experience.  Ms. Sevilla-Sacasa holds B.A. and M.B.A. degrees from the University of Miami and Thunderbird School of Global Management, respectively.

Thomas K. Whitford – Mr. Whitford has over 25 years of experience in the banking and financial services industry, and served as Vice Chairman of a major banking, asset management, and residential mortgage banking institution.  In nominating him to the Board, the Independent Trustees of the Trust found that Mr. Whitford’s senior management role in wealth management and experience in the mutual fund servicing business would provide valuable current management and financial industry insight, in particular, and complemented the skills of existing Board members.
12


The Independent Trustees also found that his senior management role in integrating company acquisitions, technology, and operations and his past role as Chief Risk Officer would add a helpful oversight skill to the Board’s expertise.  Mr. Whitford holds a B.S. degree from the University of Massachusetts and an M.B.A. degree from The Wharton School of the University of Pennsylvania.

Christianna Wood – Ms. Wood has over 30 years of experience in the investment management industry.  In selecting her to serve on the Board, the Independent Trustees of the Trust noted and valued her significant portfolio management, corporate governance and audit committee experience.  Ms. Wood received a B.A. in economics from Vassar College and an M.B.A. in finance from New York University.

Janet L. Yeomans – Ms. Yeomans has over 28 years of business experience with a large global diversified manufacturing company, including service as Treasurer for this company.  In this role, Ms. Yeomans had significant broad-based financial experience, including global financial risk-management, investments, and mergers and acquisitions.  She served as a board member of a for-profit company and also is a current board member of a hospital and a public university system.  She holds degrees in mathematics and physics from Connecticut College, an M.S. in mathematics from Illinois Institute of Technology, and an M.B.A. from the University of Chicago.

Interested Trustee Nominee
Shawn K. Lytle – Mr. Lytle has over 20 years of experience in the investment management industry.  He has been the president of Macquarie Asset Management - Americas since June 2015, and he is responsible for all aspects of the firm’s business.  Prior to that time, Mr. Lytle served in various executive management, investment management, and distribution positions at two major banking institutions.  He holds a B.A. degree from The McDonough School of Business at Georgetown University.  Mr. Lytle serves on the board of directors of the National Association of Securities Professionals (NASP), the Sustainability Accounting Standards Board, and he is a member of the board of governors for the Investment Company Institute (ICI).  In November 2017, Mr. Lytle was named to the Black Enterprise list of “Most Powerful Executives in Corporate America.”
Board Structure and Related Matters
The Trusts are governed by the Board, which is responsible for the overall management of the Trusts and the Funds.  Such responsibility includes general oversight and review of the Funds’ investment activities, in accordance with Federal law and the law of the State of Delaware, as well as the stated policies of the Funds.  The Board has appointed officers of the Trusts and delegated to them the management of the day-to-day operations of the Funds, based on policies reviewed and approved by the Board, with general oversight by the Board.
Under the Declarations of Trust and By-laws, a Trustee may serve as a Trustee until he or she dies, resigns or is removed from office.  The Trusts are not required to hold annual meetings of shareholders for the election or re-election of Trustees or for any other purpose, and do not intend to do so.  Delaware law permits shareholders to remove Trustees under certain circumstances and requires the Trusts to assist in shareholder communications.
If shareholders elect the Trustee Nominees, the Board will be comprised of twelve Independent Trustees and one Interested Trustee. The Board believes that having a majority of Independent Trustees on the Board is appropriate and in the best interests of the Trusts’ shareholders.  In addition, the Board’s chairman, Thomas L. Bennett, is an Independent Trustee.  In that regard, Mr. Bennett’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all meetings of the Board and of the Independent Trustees; and serving as a liaison with other Trustees, the Trusts’ officers and other management personnel, and counsel.  The Independent Chair also performs such other duties as the Board may from time to time determine.
The Board generally holds four regularly scheduled meetings each year.  The Board may hold special meetings, as needed, in person, by videoconference or by telephone, to address matters arising between regular meetings.  The Independent Trustees also hold four regularly scheduled meetings each year, during a portion of which management is not present, as well as a special meeting in connection with the Board’s annual consideration of the Trusts’ management agreements, and may hold special meetings, as needed.  The Board held 6 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.  No Current Trustee attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Current Trustee served during such period.
13

The Board has established a committee structure (described below) that includes four standing committees, the Audit Committee, the Nominating and Corporate Governance Committee, the Investments Committee, and the Committee of Independent Trustees, all of which are comprised solely of Independent Trustees.  The Board periodically evaluates its structure and composition, as well as various aspects of its operations.  The Board believes that its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trusts in light of, among other factors, the asset size and nature of the Trusts, the number of Funds overseen by the Board, the arrangements for the conduct of the Trusts’ operations, the number of Trustees, and the Board’s responsibilities.
Committees of the Board
The Board has established the following standing committees: Audit Committee, Executive Committee, Investment Oversight Committee and Governance Committee.  The respective duties and current memberships of the standing committees are set forth below.  The Board may establish ad hoc committees from time to time and compensate Trustees for service on such committees.
Audit Committee.  This committee monitors accounting and financial reporting policies, practices, and internal controls for the Trust. It also oversees the quality and objectivity of the Trust's financial statements and the independent audit thereof, and acts as a liaison between the Trust's independent registered public accounting firm and the full Board. The Trust's Audit Committee consists of the following Independent Trustees: Thomas K. Whitford, Chair; Jerome D. Abernathy; John A. Fry; and Christianna Wood.  The Committee held 7 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
Committee of Independent Trustees.  This committee develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board, its committees, and its activities. The committee comprises all of the Trust's Independent Trustees. The Committee held 4 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
Investment Committee.  The primary purposes of the Investments Committee are to: (i) assist the Board at its request in its oversight of the investment advisory services provided to the Trust by DMC as well as any sub-advisors; (ii) review all proposed advisory and sub-advisory agreements for new funds or proposed amendments to existing agreements and to recommend what action the full Board and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review reports supplied by DMC regarding investment performance, portfolio risk and expenses and to suggest changes to such reports. The Investments Committee consists of the following Independent Trustees: Joseph W. Chow, Chair; Jerome D. Abernathy; and Christianna Wood. The Committee held 6 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
Nominating and Corporate Governance Committee.  This committee recommends Board nominees, fills Board vacancies that arise in between meetings of shareholders, and considers the qualifications and independence of Board members. The committee also monitors the performance of counsel for the Independent Trustees. The committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board. Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy must submit their recommendations in writing to the Nominating and Corporate Governance Committee, Attention: Secretary, c/o Delaware Funds by Macquarie at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354. Shareholders should include appropriate information on the background and qualifications of any persons recommended (e.g., a resume), as well as the candidate's contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board. The committee consists of the following Independent Trustees: Frances A. Sevilla-Sacasa, Chair; Thomas L. Bennett (ex officio); Ann D. Borowiec; John A. Fry; and Janet L. Yeomans. The Board has adopted a written charter of the Nominating and Corporate Governance Committee, which is attached as Appendix C. The Committee held 5 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
In reaching its determination that an individual should serve or continue to serve as a Trustee of the Trust, the committee considers, in light of the Trust's business and structure, the individual's experience, qualifications, attributes, and skills (the “Selection Factors”). No one Selection Factor is determinative, but some of the relevant
14

factors that have been considered include: (i) the Trustee's business and professional experience and accomplishments, including prior experience in the financial services industry or on other boards; (ii) the ability to work effectively and collegially with other people; and (iii) how the Trustee's background and attributes contribute to the overall mix of skills and experience on the Board as a whole. 
Risk Oversight
Consistent with its responsibility for oversight of the Trusts and their Funds, the Board oversees the management of risks relating to the administration and operation of the Trusts and the Funds.  The Board performs this risk management oversight directly and, as to certain matters, directly through its The Board performs a risk oversight function for the Trust consisting, among other things, of the following activities: (1) receiving and reviewing reports related to the performance and operations of the Trust; (2) reviewing, approving, or modifying as applicable, the compliance policies and procedures of the Trust; (3) meeting with portfolio management teams to review investment strategies, techniques and the processes used to manage related risks; (4) addressing security valuation risk in connection with its review of fair valuation decisions made by Fund management pursuant to Board-approved procedures; (5) meeting with representatives of key service providers, including DMC, the Funds’ distributor, the Funds' transfer agent, the custodian and the independent public accounting firm of the Trust, to review and discuss the activities of the Trust's series, and to provide direction with respect thereto; (6) engaging the services of the Trust's Chief Compliance Officer to test the compliance procedures of the Trust and its service providers; and (7) requiring management's periodic presentations on specified risk topics.
The Trustees perform this risk oversight function throughout the year in connection with each quarterly Board meeting. The Trustees routinely discuss certain risk-management topics with Fund management at the Board level and also through the standing committees of the Board. In addition to these recurring risk-management discussions, Fund management raises other specific risk-management issues relating to the Funds with the Trustees at Board and committee meetings. When discussing new product initiatives with the Board, Fund management also discusses risk — either the risks associated with the new proposals or the risks that the proposals are designed to mitigate. Fund management also provides periodic presentations to the Board to give the Trustees a general overview of how DMC and its affiliates identify and manage risks pertinent to the Trust.
The Audit Committee looks at specific risk-management issues on an ongoing basis. The Audit Committee is responsible for certain aspects of risk oversight relating to financial statements, the valuation of the Trust's assets, and certain compliance matters. In addition, the Audit Committee meets with DMC’s internal audit and risk-management personnel on a quarterly basis to review the reports on their examinations of functions and processes affecting the Trust.
The Board's other committees also play a role in assessing and managing risk. The Nominating and Corporate Governance Committee and the Committee of Independent Trustees play a role in managing governance risk by developing and recommending to the Board corporate governance principles and, in the case of the Committee of Independent Trustees, by overseeing the evaluation of the Board, its committees, and its activities. The Investments Committee plays a significant role in assessing and managing risk through its oversight of investment performance, investment process, investment risk controls, and fund expenses.
Because risk is inherent in the operation of any business endeavor, and particularly in connection with the making of financial investments, there can be no assurance that the Board's approach to risk oversight will be able to minimize or even mitigate any particular risk. The Funds are designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.
Selection of Nominees
The Board’s Nominating and Corporate Governance Committee makes Independent Trustee candidate recommendations to the Board pursuant to its charter.  The Committee evaluates a candidate’s qualification for Board membership and the independence of such candidate from DMC and other principal service providers.
15

The Committee evaluates candidates using certain criteria, considering, among other qualities, a high level of integrity, appropriate experience, a commitment to fulfill the fiduciary duties inherent in Board membership, and the extent to which potential candidates possess sufficiently diverse skill sets that would contribute to the Board’s overall effectiveness.
The Committee considers prospective candidates from any reasonable source, including from recommendations by shareholders of the Trusts.  The Committee initially evaluates prospective candidates on the basis of preliminary information required of all preliminary candidates, considered in light of the criteria discussed above.  Those prospective candidates that appear likely to be able to fill a significant need of the Board would be contacted by a Committee member to discuss the position; if there appeared to be sufficient interest, a meeting with one or more Committee members would be arranged.  If the Committee, based on the results of these contacts, believed it had identified a viable candidate, it would air the matter with the full group of Independent Trustees for input.
Any request by management to meet with the prospective candidate would be given appropriate consideration.  The Trusts have not paid a fee to third parties to assist in finding nominees.
Shareholders seeking to recommend one or more candidates to the Board should direct the names of such candidates they wish to be considered to the attention of the Trusts’ Nominating and Corporate Governance Committee, in care of the Trusts’ Secretary, at the address of the Trusts listed on the front page of this Joint Proxy Statement.  Such candidates will be considered with any other trustee candidates on the basis of the same criteria described above used to consider and evaluate candidates recommended by other sources.
For candidates to serve as Independent Trustees, independence from DMC, its affiliates and other principal service providers is critical, as is an independent and questioning mindset.  The Committee also considers whether the prospective candidates’ workloads would allow them to attend the vast majority of Board meetings, be available for service on Board committees, and devote the additional time and effort necessary to keep up with Board matters and the rapidly changing regulatory environment in which the Trusts operate.  Different substantive areas may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Governance Committee’s (or the Board’s) perceptions about future issues and needs.
Ownership of Fund Shares
Set forth in Appendix D is information regarding shares of the Funds beneficially owned by each Trustee Nominee as of the Record Date, as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, as well as the aggregate dollar range of shares owned by each Trustee Nominee of Funds within the Delaware Funds by Macquarie complex.
To the best of the Trusts’ knowledge, as of the Record Date, no person owned beneficially more than 5% of the outstanding shares of any class of any Fund’s securities, except as set out in Appendix E.  As of that date, all of the Trustees and officers of the Trusts, as a group, beneficially owned less than 1% of the outstanding shares of each class of the Funds.  In addition, no Trustee or nominee purchased or sold any securities of Macquarie or its affiliates during the past fiscal year.
Compensation
The fees paid to the Trustees are allocated among the Trusts based on their Funds’ relative asset size.  Information relating to compensation paid to the Trustees for each Trust’s most recent fiscal year is set forth in Appendix F.
Required Vote
Shareholders of each Trust, including each Fund and class thereof, will vote on a trust-by-trust basis to elect Trustees to that Trust’s Board.  For each Trust, the presence at the Meeting of one-third of the outstanding shares of such Trust shall be sufficient to constitute a quorum for that Trust.  Trustees are elected by the affirmative vote of a plurality of shares present at the Meeting and entitled to vote, at which quorum is present.  This means that the 13 candidates who
16

receive the largest number of votes will be elected as trustees.  In the election of trustees, votes may be cast in favor of a candidate or withheld.  If elected, the Trustee Nominees will serve as Trustees.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH TRUST VOTE FOR THE ELECTION OF EACH TRUSTEE NOMINEE.

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OTHER BUSINESS
The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy card/voting instruction form will vote thereon in accordance with their judgment.
The Trusts generally are not required to hold annual meetings of shareholders, and the Trusts currently do not intend to hold such meetings unless certain specified shareholder actions are required to be taken under the 1940 Act or a Trust’s charter documents. Any shareholder who wishes to submit proposals to be considered at a special meeting of a Fund’s shareholders should send such proposals to the Secretary of the relevant Fund at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354. Any shareholder proposal intended to be presented at any future meeting of a Fund’s shareholders must be received by such Fund at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
Shareholders who wish to send communications to the Board or the specific members of the Board should submit the communication in writing to the attention of the Secretary of the relevant Fund, at the address in the preceding paragraph, identifying the correspondence as intended for the Board of the Fund or a specified member of the Board. The Secretary will maintain a copy of any such communication and will promptly forward it to the Board or the specified member of the Board, as appropriate.
INFORMATION ABOUT THE MEETING
Record Date
Shareholders of record of the Funds as of the close of business on the Record Date are entitled to vote at the Meeting. Shareholders of the Funds on the Record Date will be entitled to one vote for each share and a fractional vote for each fractional share that they hold. If sufficient votes to approve a Proposal for a Fund are not received byown.  No shares have cumulative voting rights in the dateelection of Trustees.  The number of shares that you may vote is the total of the Meetingnumber shown on the proxy card/voting instruction form accompanying this Joint Proxy Statement. Appendix B sets forth the number of shares issued and outstanding for each class of each Fund as of the Record Date.
Revocation of Proxies
Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Secretary at the principal executive office of the Trusts at the address shown at the beginning of this Joint Proxy Statement) or any reconvened Meeting following an adjournment,webcast at the Meeting, by executing a superseding proxy or reconvened Meeting may be adjourned for that Fund or for that Proposal, andby submitting a notice of revocation to the Fundrelevant Fund. A superseding proxy may also callbe executed by voting via telephone or Internet. The superseding proxy need not be voted using the vote on some Proposalssame method (mail, telephone, or Internet) as the original proxy vote.
All properly executed and unrevoked proxies received in time for the Meeting will be voted as instructed by shareholders. If you execute your proxy but adjourn with regard to other Proposals, to permit further solicitations of proxies. The persons named asgive no voting instructions, your shares that are represented by proxies onwill be voted “FOR” each Trustee Nominee and, in the enclosed proxy cards will vote their proxies in theirproxies’ discretion, on questions of adjournment and“FOR” or “AGAINST” any other items (other than the Proposals)business that may properly come before the Meeting. A majority of
Quorum, Voting and Adjournment
For each Trust, the votes cast by shareholders of a Fund present in personpresence at the Meeting, via webcast or by proxy, atof one-third of the Meeting (whether or notoutstanding shares of such Trust entitled to vote, as of the Record Date, shall be necessary and sufficient to constitute a quorum for the Fund) may adjourntransaction of business for that Trust or Fund.
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In the event that a quorum is not present at the Meeting, with respector if there are insufficient votes to that Fund. Theapprove the Proposal by the time of the Meeting, the proxies, or their substitutes, or the chairman of the Meeting may alsopropose that the Meeting be adjourned one or more times to permit further solicitation. Any adjournment by the Chairpersonshareholders requires the affirmative vote of a majority of the Meeting.

total number of shares that are present via webcast or by proxy when the adjournment is being voted on. If a quorum is present, the proxies will vote in favor of any such adjournment all shares that they are entitled to vote in favor of the Proposal and the proxies will vote against any such adjournment any shares for which they are directed to vote against the Proposal. The proxies will not vote any shares for which they are directed to abstain from voting on the Proposal.

Effect of Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker “non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be countedtreated as shares that are present for purposes of determining whether a quorumquorum. For purposes of determining the approval of the Proposal, abstentions and broker non-votes do not count as votes cast with respect to the Proposal. Accordingly, abstentions and broker non-votes will have no effect on Proposal.
Discretionary Voting
Broker-dealers that hold a Trust’s shares in “street name” for the benefit of their customers will request the instructions of such customers on how to vote their shares on the election of a Trustee Nominee. The Trusts understand that, under the rules of the New York Stock Exchange (“NYSE”), such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The election of a Trustee is present ata “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card/voting instruction form may have their shares voted by broker-dealer firms in favor of the Meeting. Abstentions are considered as shares present at the Meeting butProposal. Broker-dealers who are not considered votes cast. As a result, abstentions will havemembers of the same effect as aNYSE may be subject to other rules, which may or may not permit them to vote “Against” the Proposals.

How do I ensure my vote is accurately recorded?

You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting in accordance with your voting instructions by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted for the Proposals. Your proxies will also be voted in the discretion of the persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matterswithout instruction. We urge you to come before the Meeting. If your shares are held of record by a broker/dealer and you wishprovide instructions to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.


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May I revoke my proxy?

You may revoke your proxy at any time for a Fund before it is voted by sending a written notice to the Fund expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person. If your shares are held in the name of your broker you will have to make arrangements withor nominee so that your broker to revoke a previously executed proxy. If you wish to vote in person at the Meeting, you must obtain a legal proxy from your brokervotes may be counted.

Solicitation of record and present it at the Meeting.

What other matters will be voted upon at the Meeting?

Proxies

The Boards do not intend to bring any matters before the Meeting other than as described in this Proxy Statement. Because the Meeting is a special meeting, the Boards do not anticipate that any other matters will be brought before the Meeting by others. However, if any other matter legally comes before the Meeting,initial solicitation of proxies will be voted in the discretion of the persons appointed as proxies.

Who is entitled to vote?

Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the matters described in this Proxy Statement. The table in Appendix C shows as of Dec. 31, 2017, as to each of the Funds, the number of shares outstanding.

What is the Quorum requirement?

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a particular Fund means one-third (33⅓%) of the shares of that Fund that are entitled to vote at the Meeting, present in person or representedmade by proxy.

What is the required vote for each Proposal?

Provided that Quorum requirements have been satisfied for a Trust, to become effective with respect to a particular Fund in that Trust, each of the Proposals must be approved by a 1940 Act Majority vote of the outstanding voting securities of the Fund.

A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.


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The approval of the Proposals for a Fund are not contingent on the approval of any other Proposals. If Proposal 1 is not approved by shareholders of a Fund, DMC will continue to rely on the Current MOM Order, as needed. If Proposal 2 is not approved by shareholders of Delaware Extended Duration Bond Fund, the Board will meet with DMC to review what further action should be taken. If Proposal 3 is not approved by shareholders of Macquarie Large Cap Value Portfolio or Delaware Tax-Free New York Fund, the current fundamental investment limitation regarding making loans will remain in effect for that fund.

Who will pay the expenses of the Meeting?

For Proposals 1 and 2, DMC will pay the cost of the proxy preparation, mailing and solicitation. For Proposal 3, Macquarie Large Cap Value Portfolio and Delaware Tax-Free New York Fund will each bear its proportionate cost of the proxy preparation, mailing and solicitation, and costs will be generally allocated equally across the two funds.

The Funds have engaged Computershare Fund Services (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders for all three Proposals. The proxy solicitation costs for Proposal 3 are anticipated to be approximately $45,000. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.

What othermail. Additional solicitations will be made?

In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmissione-mail, or other electronic media,personal contact by the Trusts’ officers or personal contacts.employees or representatives of DMC or one of its affiliates or by a proxy soliciting firm retained by the Trusts. DMC has retained Computershare as proxy solicitor to assist in the solicitation of proxy votes primarily by contacting shareholders by telephone and facsimile. The Fundsproxy solicitor’s services include proxy consulting, mailing, tabulation and solicitation services. The cost of retaining such proxy solicitor, including printing and mailing costs, is estimated to be approximately $3,500,000-$5,000,000, to be borne by the Trusts. Costs will vary depending on the number of solicitations made. The Trusts’ officers, and those employees and representatives of DMC or its affiliates who assist in the proxy solicitation, will not receive any additional or special compensation for any such efforts. In addition, the Trusts will request broker/dealerbroker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of thetheir shares held of record.

In addition to solicitationsrecord by mail, officers and employees of the Trusts, DMC, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews. The Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.

As the Meeting date approaches, you may receive a telephone call from a representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.


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In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information elicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.

Why did my household receive only one copy of this Proxy Statement?

Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to Attention: Shareholder Services, P.O. Box 9876, Providence, RI 02940-8076, by overnight courier service to 4400 Computer Drive, Westborough, MA 01581-1722, or by calling toll-free 800 523-1918.

How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement for a future shareholder meeting?

The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. Each Fund is, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Fund. Each Trust also would be required to hold a shareholder meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by

persons.

OTHER INFORMATION

Service Providers
Table of ContentsInvestment Adviser.

shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chair of the Board, or the President of the Trust.

Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made. Shareholder proposals must meet certain legal requirements established by the SEC, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by that Fund within a reasonable period of time before the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the address of the Funds given above.

How may I communicate with the Boards?

Shareholders who wish to communicate to the Boards may address correspondence to Thomas L. Bennett, Board Chair, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondence to any individual Trustee, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).

MORE INFORMATION ABOUT THE FUNDS

Transfer Agency Services.Delaware Investments Fund Services Company (“DIFSC”), an affiliate of DMC, located at 2005100 Independence, 610 Market Street, Philadelphia, PA 19103-7094,19106-2354, serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to a Shareholder Services Agreement. The Transfer Agent is paid a fee by the Funds for providing these services consisting of an asset-based fee and certain out-of-pocket expenses. The Transfer Agent will bill, and the Funds will pay, such compensation monthly. Omnibus and networking fees charged by financial intermediaries and subtransfer agency fees are passed on to and paid directly by the Funds. The Transfer Agent’s compensation is fixed each year and approved by the Board, including a majority of the Independent Trustees.


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BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), 480 Washington Boulevard, Jersey City, NJ 07310, provides subtransfer agency servicescurrent investment adviser to the Funds. In connection with these services, BNYMIS administersDMC is a series of Macquarie Investment Management Business Trust (a Delaware statutory trust), which is a subsidiary of Macquarie Management Holdings, Inc. (“MMHI”). MMHI is a subsidiary, and subject to the overnightultimate control, of Macquarie Group Limited (“Macquarie”). Macquarie is a Sydney, Australia-headquartered global provider of banking, financial, advisory, investment of cash pending investment inand funds management services.

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Distributor. Delaware Distributors, L.P. (“DDLP”), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, serves as the Funds or paymentnational distributor of redemptions. The proceeds of this investment program are used to offset the Funds’ transfer agency expenses.

shares.

Fund Accountants.Custodian.The Bank of New York Mellon (“BNY Mellon”), located at One Wall Street, New York, NY 10286-0001,New York 10286, serves as the custodian for the Funds.

Fund Accountants.  BNY Mellon also provides fund accounting and financial administration services to the Funds. Those services include performing functions related to calculating the Funds’ NAVsnet asset values (“NAVs”) and providing financial reporting information, regulatory compliance testing and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.

DIFSC


Delaware Investments Fund Services Company (“DIFSC” or “Transfer Agent”), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DIFSC also manages the process for the payment of dividends and distributions, and the dissemination of Fund NAVs and performance data. For these services,data, and shareholder servicing.
Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (“PwC”) was selected as the Funds’ independent registered public accounting firm to audit the accounts of the Funds pay DIFSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges.for their most recently completed fiscal years. Representatives of PwC are not expected to attend the Meeting. The fees payable to BNY Mellon and DIFSC under the service agreements described above will be allocated among all fundsFunds do not know of any direct or indirect financial interest of PwC in the Delaware FundsTrusts.
Appendix G shows the fees billed by Macquarie on a relative NAV basis.

Distribution Services.Delaware Distributors, L.P., locatedPwC for audit and other services provided to the Trusts for the fiscal years indicated.

Shareholder Reports
Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. This Joint Proxy Statement should be read in conjunction with each Annual Report. You can obtain copies of the Annual Reports, without charge, by writing to the respective Trust or to DDLP at 2005100 Independence, 610 Market Street, Philadelphia, PA 19103-7094, serves as19106-2354, or by calling 800-523-1918. You should receive the national distributorreports within three business days of the Funds’ shares. The Distributor is an affiliateyour request. Copies of DMC. The Distributor has agreedthese reports are also available free of charge at www.delawarefunds.com.
Householding
To avoid sending duplicate copies of materials to use its best efforts to sell shares of the Funds. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust.

No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DIFSC during the Fund’s most recently completed fiscal year.


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PRINCIPAL HOLDERS OF SHARES

As of Dec. 31, 2017, the officers and Trustees ofhouseholds, the Trusts asmay mail only one copy of this Joint Proxy Statement to shareholders having the same last name and address on the Trusts’ records, unless a group, owned less than 1%Trust has received contrary instructions from a shareholder. The consolidation of the outstanding voting shares of each Fund.

To the best knowledge ofthese mailings benefits the Trusts asthrough reduced mailing expenses. If a shareholder wants to receive multiple copies of Dec. 31, 2017, no person, except asthese materials, the shareholder should make a request by writing to that Trust’s Transfer Agent at their address set forth in Appendix D, ownedabove.


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APPENDIX A
FUNDS INCLUDED IN THIS JOINT PROXY STATEMENT

TRUSTFUNDS
Delaware Group Adviser Funds
Delaware Diversified Income Fund
Delaware U.S. Growth Fund
Delaware Group Cash Reserve
Delaware Investments Ultrashort Fund
Delaware Group Equity Funds I
Delaware Mid Cap Value Fund
Delaware Group Equity Funds II
Delaware Value Fund
Delaware Group Equity Funds IV
   Delaware Healthcare Fund
   Delaware Small Cap Growth Fund
   Delaware Smid Cap Growth Fund
   Delaware Covered Call Strategy Fund
   Delaware Equity Income Fund
   Delaware Global Equity Fund
   Delaware Growth and Income Fund
   Delaware Growth Equity Fund
   Delaware Hedged U.S. Equity Opportunities Fund
   Delaware Opportunity Fund
   Delaware Premium Income Fund
   Delaware Total Return Fund
Delaware Group Equity Funds V
Delaware Wealth Builder Fund
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Group Foundation Funds
Delaware Strategic Allocation Fund
Delaware Group Global & International Funds
Delaware Emerging Markets Fund
Delaware International Value Equity Fund
Delaware International Small Cap Fund
Delaware Group Government Funds
Delaware Strategic Income Fund


Delaware Emerging Markets Debt Corporate Fund

Delaware Group Income Funds
Delaware Corporate Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Floating Rate Fund
Delaware Group Limited-Term Government Funds
Delaware Limited-Term Diversified Income Fund
Delaware Tax-Free New Jersey Fund
Delaware Tax-Free Oregon Fund
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund
Delaware Group Tax Free Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Pooled Trust
   Macquarie Emerging Markets Portfolio
   Macquarie Emerging Markets Portfolio II
   Macquarie Labor Select International Equity Portfolio
   Delaware Global Listed Real Assets Fund
      (formerly, Delaware REIT Fund)
Delaware VIP® Trust
   Delaware VIP® Emerging Markets Series
   Delaware VIP® Small Cap Value Series
   Delaware VIP® Equity Income Series
   Delaware VIP® Fund for Income Series
   Delaware VIP® Growth and Income Series
   Delaware VIP® Growth Equity Series
   Delaware VIP® International Series
   Delaware VIP® Investment Grade Series
   Delaware VIP® Limited Duration Bond Series
   Delaware VIP® Opportunity Series
   Delaware VIP® Special Situations Series
   Delaware VIP® Total Return Series
Voyageur Insured Funds
Delaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free Funds
Delaware Tax-Free Minnesota Intermediate Fund
Voyageur Mutual Funds
Delaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Idaho Fund


Delaware Tax-Free New York Fund

Voyageur Mutual Funds II
Delaware Tax-Free Colorado Fund
Voyageur Mutual Funds III
Delaware Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund




APPENDIX B
SHARES ISSUED AND OUTSTANDING
AS OF THE RECORD DATE

Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Delaware Group® Adviser Funds
Delaware Diversified Income FundNE78,415,706.7918,849,610.3542,405,090.70025,213,054.199337,160,079.013N/A
Delaware Group® Cash Reserve
Delaware Investments Ultrashort FundD84,243,876.641536,994.066N/AN/A3,229,593.558346,253.602
Delaware Group® Equity Funds I
Delaware Mid Cap Value FundG61,682,664.824454,332.25738,372.781N/A7,905,563.444N/A
Delaware Group® Equity Funds II
Delaware Value® Fund
NN64,664,287.42810,951,494.3682,118,260.13950,170,552.364270,949,943.065N/A
Delaware Group® Equity Funds IV
Delaware Smid Cap Growth FundDF39,299,565.11611,595,250.828564,313.9932,490,910.02144,118,407.352N/A
Delaware Healthcare FundG411,727,525.1563,771,040.036155,326.241N/A22,227,653.454N/A
Delaware Small Cap Growth FundGF1,521,117.147464,821.289172,697.012N/A11,339,915.273N/A
Delaware Covered Call Strategy FundFIN7,276,792.990N/AN/A3,666.4752,645,913.375N/A
Delaware Equity Income FundFI238,543,530.424N/AN/A2,758.031236,672.508N/A
Delaware Global Equity FundFI632,800,309.818N/AN/A18,229.8422,052,141.207N/A
Delaware Growth Equity FundFI329,351,777.363N/AN/A99,124.1034,434,868.067N/A
Delaware Growth and Income FundFI170,889,261.414N/AN/A13,040.627328,227.385N/A
Delaware Hedged U.S. Equity Opportunities FundFIP4,408,474.234N/AN/A1,583.5712,355,974.247N/A
Delaware Opportunity FundFI419,463,927.404N/AN/A6,406.391114,421.975N/A
Delaware Premium Income FundFIQ2,127,856.410N/AN/A2,962.0752,539,158.430N/A
Delaware Total Return FundFI828,461,514.397N/AN/A3,567.89280,504.503N/A


Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Delaware Group® Equity Funds V
Delaware Wealth Builder FundFR16,676,076.5912,116,900.79875,860.936N/A7,465,947.474N/A
Delaware Small Cap Core FundNS10,185,228.6824,988,200.1911,526,715.21640,878,472.850173,862,450.849N/A
Delaware Small Cap Value FundDJ13,731,009.708851,135.157764,111.29319,676,998.16849,158,132.325N/A
Delaware Group® Foundation Funds
Delaware Strategic Allocation FundNG16,681,686.846767,374.309109,499.716N/A3,440,494.597N/A
Delaware Group® Global & International Funds
Delaware Emerging Markets FundFP15,373,639.4544,943,843.2981,450,223.95189,919,363.552157,339,023.439N/A
Delaware International Value Equity FundDW13,288,568.573308,624.310321,570.493252,302.92823,224,550.090N/A
Delaware International Small Cap FundG71,012,758.992257,245.94417,613.3972,149,947.6008,150,067.756N/A
Delaware Group® Government Fund
Delaware Strategic Income FundDD12,237,815.255164,855.13319,822.394N/A2,273,363.498N/A
Delaware Emerging Markets Debt Corporate FundGC99,620.14512,941.292343.776N/A9,351,513.335N/A
Delaware Group® Income Funds
Delaware Corporate Bond FundNO61,999,251.5344,136,615.8411,948,795.7711,760,921.065158,834,454.526N/A
Delaware Extended Duration Bond FundNP13,881,420.0441,201,354.7541,187,268.4548,603,810.18358,292,276.925N/A
Delaware High-Yield Opportunities FundFV112,108,280.4551,794,277.683726,095.06918,388,640.72523,275,196.237N/A
Delaware Floating Rate FundGA7,867,506.619999,220.4292,645.06232,652.65617,649,643.416N/A


Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Delaware Group® Limited-Term Government Funds
Delaware Limited-Term Diversified Income FundDE32,674,647.7621,256,155.716103,527.580536,314.95628,993,614.387N/A
Delaware Tax-Free New Jersey FundFIC1,936,154.709N/AN/AN/A152,871.963N/A
Delaware Tax-Free Oregon FundFIE2,684,682.495N/AN/AN/A342,775.438N/A
Delaware Group® State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania FundD746,088,762.9501,689,754.266N/AN/A9,091,021.008N/A
Delaware Group® Tax-Free Fund
Delaware Tax-Free USA FundDA76,296,744.969800,612.813N/AN/A17,138,774.494N/A
Delaware Tax-Free USA Intermediate FundD944,739,618.885606,500.013N/AN/A51,636,651.724N/A
Delaware Pooled® Trust
Institutional ClassDPT Class
Macquarie Emerging Markets PortfolioFZN/AN/AN/AN/AN/A7,562,684.903
Macquarie Emerging Markets Portfolio IIG9N/AN/AN/AN/AN/A1,751,131.142
Macquarie Labor Select International Equity PortfolioF8N/AN/AN/AN/AN/A11,793,922.207
Delaware Global Listed Real Assets FundF93,095,951.951102,128.922284,471.786576,548.2194,533,595.460N/A
Voyageur Insured Funds
Delaware Tax-Free Arizona FundV35,510,328.815126,128.174N/AN/A1,882,418.943N/A
Voyageur Intermediate Tax Free Funds
Delaware Tax-Free Minnesota Intermediate FundVN5,676,099.491263,609.599N/AN/A2,116,477.904N/A


Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Voyageur Mutual Funds
Delaware Minnesota High-Yield Municipal Bond FundVL9,954,357.4951,262,991.915N/AN/A9,265,237.483N/A
Delaware National High-Yield Municipal Bond FundVQ20,333,111.9094,766,993.857N/AN/A119,579,053.616N/A
Delaware Tax-Free California FundV66,812,680.046303,686.597N/AN/A3,744,032.603N/A
Delaware Tax-Free Idaho FundVF6,114,329.181545,231.758N/AN/A4,655,482.328N/A
Delaware Tax-Free New York FundVS13,381,618.659384,398.640N/AN/A4,275,656.873N/A
Voyageur Mutual Funds II
Delaware Tax-Free Colorado FundV814,170,567.902580,666.141N/AN/A6,751,069.226N/A
Voyageur Mutual Funds III
Delaware Select Growth FundV17,895,687.890314,841.63091,661.166N/A1,283,391.692N/A
Voyageur Tax Free Funds
Delaware Tax-Free Minnesota FundVO29,501,224.5421,329,984.842N/AN/A17,283,499.624N/A

Delaware VIP® Trust
StandardService
Delaware VIP® Emerging Markets Series
N113,037,782.23512,840,214.759
Delaware VIP® Small Cap Value Series
F211,578,805.08624,636,229.785
Delaware VIP® Equity Income Series
FL16,533,677.627N/A
Delaware VIP® Fund for Income Series
FLA14,916,629.817N/A
Delaware VIP® Growth and Income Series
FL215,639,394.607N/A
Delaware VIP® Growth Equity Series
FL35,167,100.393N/A
Delaware VIP® International Series
FL611,030,773.51441,497.053


Delaware VIP® Trust
StandardService
Delaware VIP® Investment Grade Series
FL95,161,528.8421,029.970
Delaware VIP® Limited Duration Bond Series
FL82,776,161.084N/A
Delaware VIP® Opportunity Series
FL44,694,531.891N/A
Delaware VIP® Special Situations Series
FL57,366,715.171N/A
Delaware VIP® Total Return Series
FL74,058,388.185848.994




APPENDIX C

DELAWARE FUNDS® BY MACQUARIE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the “Committee”) of record 5% or more of the outstanding shares of any Fund. Except as noted in Appendix D, the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.


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APPENDICES TO
PROXY STATEMENT

APPENDIX A – FORM OF PROPOSED SUB-ADVISORY AGREEMENT BETWEEN DMC AND MIMEL

APPENDIX B – FORM OF PROPOSED SUB-ADVISORY AGREEMENT BETWEEN DMC AND MIMGL

APPENDIX C – NUMBER OF SHARES OF EACH FUND OUTSTANDING

APPENDIX D — 5% SHARE OWNERSHIP


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APPENDIX A – FORM OF SUB-ADVISORY AGREEMENT BETWEEN
DMC AND MIMEL

AGREEMENTmade by and betweenDELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (the “Investment Manager”), andMACQUARIE INVESTMENT MANAGEMENT EUROPE LIMITED(the “Sub-Adviser’’).

WITNESSETH:

WHEREAS,each of the funds listed on Exhibit B (each, a “Fund,” and collectively, the “Funds”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as a statutory trust under the laws of the State of Delaware (the “Trust”);

WHEREAS,each Fund is a series of a trust as listed on Exhibit B (each, a “Trust,” and collectively, the “Trusts”);

WHEREAS,the Investment Manager and each Trust, on behalf of its Fund(s), have entered into an investment management agreement (the “Investment Management Agreement”) whereby the Investment Manager will provide investment advisory services to each Trust with respect to the Fund(s);

WHEREAS,the Investment Manager has the authority under the Investment Management Agreement to retain one or more sub-advisers to assist the Investment Manager in providing investment advisory services to each Trust with respect to the Fund(s);

WHEREAS,the Investment Manager and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment advisory services; and

WHEREAS,the Board of Directors/Trustees (the “Board”) shall be composed of at least three members, each of whom shall be, in the unanimous opinion of the Trust(s) andmembers of the Investment Manager desire that the Investment Manager retain the Sub-Adviser to render investment advisory and other servicesCommittee after consultation with respectlegal counsel to the Funds in the manner, for the period, and on the terms hereinafter set forth.

NOW, THEREFORE,in considerationindependent trustees of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreedBoard, independent as follows:

1. (a) The Sub-Adviser will supervise and direct the investments of the assets of each Fund in accordance with that Fund’s investment objectives, policies, and restrictions as provided in its Prospectus (“Prospectus”) and Statement of Additional Information


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(“SAI”), as currently in effect and as amended or supplemented from time to time, and such other limitations as the Fund may impose by notice in writing to the Sub-Adviser in accordance with the clause 1(d), subject always to the supervision and control of the Investment Manager and the Board.

(b) As part of the services it will provide hereunder, the Sub-Adviser is authorized, in its discretion and without prior consultation with a Fund or the Investment Manager to:

(i)      

obtain and evaluate information relating to investment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Fund or that are under consideration for inclusion in the Fund and invest the Fund in accordance with the Investment Manager’s and the Board’s written direction as more fully set forth herein and as otherwise directed;

(ii)

regularly make decisions as to what securities to purchase and sell on behalf of the Fund, effect the purchase and sale of such investments in furtherance of the Fund’s objectives and policies, and furnish the Board with such information and reports within the Sub-Adviser’s possession and control regarding the Sub-Adviser’s activities in the performance of its duties and obligations under this Agreement as the Investment Manager reasonably deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trust may reasonably require in order to comply with applicable international, federal and state laws and regulations and Trust policies and procedures;

(iii)

provide any and all material composite or other performance information, records and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate and subject to any obligation of confidentiality, that are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser’s prior performance in similar strategies in the Fund’s currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials prepared by the Fund or its agent to which the Sub-Adviser has consented;


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(iv)      

provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Fund when market quotations are not readily available for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board;

(v)

vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Fund, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Fund in order to comply with any applicable federal or state reporting requirements;

(vi)

provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agents in conducting ongoing due diligence and performance monitoring, subject to any obligation of confidentiality; and

(vii)

maintain all accounts, books, and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act and the rules thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records that it maintains for the Fund and that are required to be maintained by Rule 31a-l under the 1940 Act. The Sub-Adviser shall furnish to the Investment Manager copies of all such accounts, books, and records as the Investment Manager may reasonably request. The Sub-Adviser agrees that such accounts, books, and records are the property of the Trust, and will be surrendered to the Trust promptly upon request, with the understanding that the Sub-Adviser may retain its own copy of all records.

(c) Subject to sub-clause 1(e), in furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of each Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are applicable to the Fund and notified to the Sub-Adviser; (ii) provisions of each Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicable to a Fund and notified to the Sub-Adviser; (iii) each Fund’s Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and all other international, federal and state securities laws or regulations applicable to each Trust and each Fund; (v) each Trust’s compliance policies and procedures and other policies and procedures adopted from time to time by the Board applicable


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to the Funds and notified to the Sub-Adviser; and (vi) the written instructions of the Investment Manager. The Sub-Adviser will promptly inform the Investment Manager if it is unable to comply with the notified modification, amendment, supplement, policy procedure or written instruction (together, “Instruction”), and the Sub-Adviser must promptly seek to clarify such Instruction with the Investment Manager. If an Instruction is inconsistent with the Fund’s Prospectus or, in the Sub-Adviser’s opinion, ambiguous or unclear in any respect, the Sub-Adviser must promptly clarify the Instruction with the Investment Manager and the Instruction will not operate until it has been clarified.

(d) The Investment Manager agrees to provide the Sub-Adviser with current copies of the documents mentioned in paragraph l(d)(i), (ii), (iii) and (v) above and all changes made to such documents at, or if practicable, before the time such changes become effective, and the Investment Manager acknowledges and agrees that the Sub-Adviser shall not be responsible for compliance with such documents or amendments unless and until a reasonable time after they are received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper instructions reasonably believed by it to be genuine and signed or communicated by or on behalf of the Investment Manager or a Fund.

(e) In order to assist each Trust and the Trust’s chief compliance officer (the “Trust CCO”) and the Investment Manager and the Investment Manager’s Chief Compliance Officer (the “IM CCO”) in satisfying the requirements contained in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act, respectively, the Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) and its officers and employees, as reasonably requested by the Trust CCO and/or IM CCO; (ii) quarterly reports reasonably required by the Investment Manager confirming that the Sub-Adviser has complied with the Trust’s Compliance Procedures in managing the Fund to the extent those Compliance Procedures directly relate to the Sub-Adviser’s services under this Agreement; and (iii) quarterly certifications with respect to Material Compliance Matters (as that term is defined in Rule 38a-1(e)(2)10A-3(b)(1) promulgated under the 1940 Act) related to the Sub-Adviser’s management of a Fund.

The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with copies and summaries of: (i) the Sub-Adviser’s policies and procedures for compliance by the Sub-Adviser with the federal securities laws and to prevent violation of the Advisers Act (together, the “Sub-Adviser Compliance Procedures”); and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO and IM CCO so as to facilitate the Trust CCO’s and IM CCO’s performance of their respective responsibilities under Rule 38a-1 and Rule 206(4)-7, including to review, evaluate and report to the Board on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to


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the Trust CCO and IM CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Fund. The Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested from time to time, access to examine and review the Sub-Adviser’s Compliance Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Fund; and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Fund. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the federal securities laws, including the conduct and results of our annual review for adequacy and effectiveness.

(f) The Sub-Adviser shall provide reasonable assistance to each Fund in the preparation of the Trust’s registration statements, the Prospectuses and SAIs, shareholder reports and other regulatory filings, or any amendment or supplement thereto (collectively, “Regulatory Filings”) as may relate to a Fund, and shall provide each Fund with information in its possession and control and reasonably requested by the Investment Manager for use in the Fund’s Regulatory Filings, including, without limitation, information related to the Sub-Adviser’s investment management personnel, portfolio manager compensation, investment management strategies and techniques, and proxy voting policies. The Sub-Adviser shall provide such certifications regarding the Fund as the Trust’s officers may reasonably request for purposes of the preparation of any Regulatory Filings.

(g) The Sub-Adviser hereby agrees during the period hereinafter set forth to render the services and assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized herein or otherwise, have no authority to act for or represent a Trust, a Fund or the Investment Manager in any way, or in any way be deemed an agent of the Trust, the Fund or the Investment Manager. Notwithstanding the foregoing, the Investment Manager appoints the Sub-Adviser as agent of each Fund to provide investment advisory services to such Fund on the terms contained in this Agreement and the Sub-Adviser accepts this appointment. For the avoidance of doubt, Sub-Adviser may, as agent, instruct and place trades, respond to corporate actions, execute Fund documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with providing advisory services to the Fund; provided that Sub-Adviser must seek prior written approval from the Investment Manager before entering into any derivatives agreements for a Fund.


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(h) The Sub-Adviser may perform its services through its employees, officers or agents, and the Investment Manager shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in each Fund’s Prospectus shall perform the portfolio management duties described therein until the Sub-Adviser notifies the Investment Manager that one or more other affiliates, employees, officers or agents identified in such notice shall assume such duties as of a specific date.

(i) The Investment Manager shall provide (or use its reasonable endeavors to cause to be provided) timely information to the Sub-Adviser regarding such matters as the cash requirements and cash available for investment in a Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities under this Agreement.

2. (a) Under the terms of the Investment Management Agreement, each Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance and repurchase of shares; preparation of share certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; transfer agency expenses; pricing service expenses; expenses relating to tax services; brokerage commissions; custodian fees; legal and accounting fees; taxes; interest; federal securities law filing expenses; and federal and state registration fees. The Sub-Adviser shall not be obligated to pay any expenses of the Investment Manager, a Trust or a Fund unless expressly assumed by the Sub-Adviser pursuant to this Agreement or otherwise agreed to in writing.

(b) Directors, members, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds that have employed the Sub-Adviser as sub-adviser or investment manager. Directors, members, officers and employees of the Sub-Adviser who are Trustees, officers and/or employees of each Trust, shall not receive any compensation from such Trust for acting in such dual capacity.

3. (a) The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser may combine orders for a Fund with orders for other accounts or funds under management. Transactions involving combined orders are allocated in a manner deemed equitable to each account. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by


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the Board or the Investment Manager from time to time and provided to the Sub-Adviser, and (ii) as described in that Fund’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for a Fund the Sub-Adviser shall use its reasonable endeavors to obtain for the Fund “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.

(b) Subject to the appropriate policies and procedures approved by the Board and provided to the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), cause each Fund to pay a broker or dealer that provides brokerage or research services toand the listing standards of any national securities exchange on which any fund of the Investment Manager, the Sub-Adviser or the Fund an amount of commission for effectingDelaware Funds® by Macquarie (each a Fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission“Fund”) is reasonable in relation to the value of such brokerage and research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to its clients for which the Investment Manager or the Sub-Adviser exercises investment discretion. To the extent authorized by Section 28(e)listed, and the Board the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

Subject to applicable law and regulations, including Section 17(e)Chair, as an ex officio member. The members of the 1940 ActCommittee shall be elected by the Board. One member of the Committee shall be designated by the Board as the Committee’s Chair (the “Chair”). The Chair shall preside at all Committee meetings at which he or she is present and Rule 17e-l thereunder,shall have such other duties and authority as may be determined by the Sub-AdviserCommittee. The Board may remove any member of the Committee (including the Chair) at any time with or without cause. The Chair and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.

Board Nominations
1.
Independent Directors/Trustees. The Committee shall make recommendations to the Board regarding nominations for individuals to serve as Independent Director/Trustee on the Board. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ investment adviser, affiliates of such investment adviser, and other principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations, and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial, or family relationships with service providers. In addition to evaluating a candidate’s independence, the Committee shall consider other factors that the Committee may deem relevant, which may include but shall not be limited to:

the person’s educational background; business, professional training or practice (e.g., accounting or law); public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or other life experiences.

whether the person’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations;

the character and integrity of the person;
whether or not the person has any criminal convictions (other than traffic violations) or felony or misdemeanor convictions involving the purchase or sale of a security;


whether or not the person has been the subject of any order, judgment or decree (which was not subsequently reversed, suspended or vacated) of any federal or state authority finding that the individual violated or is authorizedin violation of any federal or state securities laws;

whether or not the person is willing to place ordersserve, and willing and able to commit the time necessary for the purchaseperformance of the duties of a Director/Trustee of the Funds; and sale

whether or not the selection and nomination of securities for each Fund with brokers or dealers that are affiliatedthe person would be consistent with the Sub-Adviser. Any entity or person associated with the Investment Manager or the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the accountrequirements of the FundFunds’ retirement policy.

2.
Chair of the Board. The Committee shall nominate an individual to serve as the Chair of the Board.

3.
Committees. The Committee shall annually review the membership of and annually recommend to the Board persons to serve as chairpersons and members of each standing committee of the Board. The Committee shall also make recommendations to the Board regarding persons to serve as chairpersons and members of any new standing committee established by the Board.

4.
Affiliated Directors/Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations to the Board regarding Director/Trustee membership on the Board for “interested persons” (as defined in the Investment Company Act of 1940).

5.
Shareholder Recommendations. In the event that there is a vacancy on the Board, the Committee shall consider any recently received shareholder recommendations for nominations to the Board. At all other times, the Committee may but need not consider any shareholder recommendations for nominations to the Board.

6.
Board Composition. The Committee shall periodically review the composition of the Board, including the number of Directors/Trustees and Board diversity, to determine whether it may be appropriate to recommend the addition of individuals with different backgrounds or skill sets from those already on the Board.

Corporate Governance
1.The Committee shall review and make recommendations to the Board with respect to the size, structure, processes, and practices of the Board and the committees of the Board.

2.The Committee shall review the continued appropriateness of existing committees of the Board, and consider the addition of new committees of the Board.

3.The Committee shall evaluate annually the ability of each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chair of the Committee shall undertake appropriate action as required based on the Committee’s evaluation.

4.In accordance with the Statement of Policy Regarding Service on Competitive Boards, the Committee shall make such inquiries as it deems necessary with respect to proposed or continuing board service by Independent Directors/Trustees, and shall periodically re- examine existing board positions held by Independent Directors/Trustees.


5.The Committee shall review on an annual basis the total of each Independent Director’s/Trustee’s investments in the Funds to monitor compliance with the Policy Regarding Mandatory Investment in the Funds by Directors/Trustees.

6.The Committee shall oversee educational sessions of the meetings of the Board and shall, at least annually, conduct a review of Director/Trustee education on current industry issues.

7.The Committee shall oversee the purpose, content, organization, and effectiveness of the orientation process for new Directors/Trustees.

8.The Committee shall periodically review the amount of compensation payable to the Independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the Independent Directors/Trustees and the time required to perform these duties.

9.The Committee shall periodically monitor the performance of legal counsel for the Independent Directors/Trustees.
10.The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board and shall review and respond, as appropriate, to shareholders who communicate with the Board.

Other Authority and Responsibilities
1.The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). Without intending any limitation on the generality of the foregoing, the Committee is authorized to engage an independent consultant to review the Board’s compensation structure.

2.The Committee shall review this Charter at least annually and recommend any changes to the Board.

3.The Committee shall review annually the Board Policies and Practices and recommend any changes to the Board.

4.The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel & Entertainment Policy.

5.The Committee shall conduct an annual performance evaluation of the Committee.

6.The Committee shall conduct an annual performance evaluation of the Board and report its findings and recommendations to the Committee of Independent Directors/Trustees.

7.The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Board.

8.The Committee shall review annually the compensation for the Funds’ Chief Compliance Officer and report its findings and recommendations to the Board.


9.The Committee shall, at least annually, review the Charter of the Committee of Independent Directors/Trustees and recommend any changes to the Board.

10.The Committee shall perform such other functions and exercise such other authority as delegated to it from time to time by the Board.







APPENDIX D
TRUSTEE NOMINEES’ OWNERSHIP OF FUND SHARES
AS OF THE RECORD DATE
NameDollar Range of Equity Securities in the FundsAggregate Dollar Range of Equity Securities* in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Interested Trustee
Shawn K. Lytle
$10,001 - $50,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Wealth Builder Fund
$10,001 - $50,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
$10,001 - $50,000
Delaware Group Global & International Funds – Delaware Emerging Markets Fund
$10,001 - $50,000
Delaware Group Income Funds – Delaware Floating Rate Fund
Over $100,000
Independent Trustees
Jerome D. Abernathy
$50,001 - $100,000
Delaware Group Equity Funds II – Delaware Value Fund
$10,001 - $50,000
Delaware Group Equity Funds IV -Delaware Smid Cap Growth Fund
$10,001 - $50,000
Delaware Group Global & International Funds – Delaware Emerging Markets Fund
Over $100,000
Thomas L. Bennett
Over $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Value Fund
Over $100,000


Ann D. Borowiec
Over $100,000
Delaware Group Equity Funds IV -Delaware Smid Cap Growth Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
Delaware Group Global & International Funds – Delaware Emerging Markets Fund
Over $100,000
Joseph W. Chow
$1 - $10,000
Delaware Group Cash Reserve – Delaware Investments Ultrashort Fund
Over $100,000
Delaware Group Equity Funds IV -Delaware Healthcare Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
John A. Fry
$10,001 - $50,000
Delaware Group Adviser Funds – Delaware Diversified Income Fund
$50,001 - $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000


Frances A. Sevilla-Sacasa
$50,001 - $100,000
Delaware Group Adviser Funds – Delaware U.S. Growth Fund
$10,001 - $50,000
Delaware Group Equity Funds II – Delaware Value Fund
$10,001 - $50,000
Delaware Group Equity Funds IV -Delaware Wealth Builder Fund
Over $100,000
Delaware Group Foundation Funds – Delaware Strategic Allocation Fund
$10,001 - $50,000
Delaware Group Income Funds – Delaware Floating Rate Fund
Over $100,000
Thomas K. Whitford
Over $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
Christianna Wood
$50,001 - $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds IV -Delaware Smid Cap Growth Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Value Fund
Over $100,000


Janet L. Yeomans
Over $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
* The ranges for equity securities ownership by each Trustee are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.





APPENDIX E
OWNERSHIP OF SHARES
AS OF THE RECORD DATE
Occasionally, the extent and as permitted by Section 11(a)(1)(H)number of shares of the Exchange Act and Rule 11a2-2(T) thereunder.

4. As compensation for the services to be rendered to the TrustFunds held in “street name” accounts of various securities dealers for the benefit of each Fundtheir clients as well as the number of shares held by other shareholders of record may exceed 5% of the Sub-Adviser under the provisionstotal shares outstanding. As of this Agreement, the Investment Manager shall payRecord Date, to the Sub-Adviserbest of the fees atknowledge of the rates provided in Exhibit A attached hereto. The compensation payable toFunds, the Sub-Adviser for its services hereunder shall be paid at the endfollowing shareholders owned of each calendar quarter (within 30 days of receipt by the Investment Manager of an invoice from the Sub-Adviser) based upon the average daily net assets of each Fund during the preceding quarter. The fee payable for the quarter shall be accrued daily based on 365/366 year. The Investment Manager will procure that the Fund’s quarterly net asset value calculation for the preceding quarter is provided to the Sub-Adviser within a reasonable time at the beginning


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of each quarter to allow the Sub-Adviser sufficient time to prepare an invoice each quarter. If this Agreement becomes effectiverecord or terminates before the endbeneficially 5% or more of any quarter, the sub-advisory fee for the period shall be prorated accordingly.

5. The services to be rendered by the Sub-Adviser to a Trust for the benefit of the Fund[s] under the provisions of this Agreement are not exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be materially impaired thereby.

6. (a) Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, its directors, officers, employees, agents, and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to a Trust or to any other investment company, corporation, association, firm or individual.

(b) Neither the Investment Manager, a Trust nor a Fund shall use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) or otherwise refer to the Sub-Adviser in any materials related to the Trust or the Fund distributed to third parties, including the Fund’s shareholders, without prior review and written approval by the Sub-Adviser, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Investment Manager, the Trust and the Fund, shall, to the extent applicable and as soon as is reasonably possible, cease to use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) in materials related to a Fund.

(c) The Sub-Adviser shall not use the Investment Manager’s name (or that of any subsidiary of Macquarie Management Holdings, Inc. (“MMHI”)) or otherwise refer to the Investment Manager or any subsidiary of MMHI in any materials related to a Trust or a Fund distributed to third parties, including the Fund’s shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon as is reasonably possible, cease to use the actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) of the Trust and the Fund, except for the purpose of describing prior clients or prior performance of the Sub-Adviser, as permitted by the Advisers Act or other applicable requirements.

(d) This Section 6 applies solely to materials related to each Fund and each Trust only, and not to other products or relationships between the Sub-Adviser and the Investment Manager.


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7. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of its duties as Sub-Adviser to a Trust on behalf of a Fund, neither the Sub-Adviser nor any of its affiliates nor any of its or their controlling persons, members, officers, directors, employees or agents (collectively, “Sub-Adviser Related Persons”) shall be liable to the Trust, the Fund, the Investment Manager or any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by any reason of any act or omission of any bank, broker, the custodian bank or any administrator or trustee whether appointed on behalf of the Investment Manager, the Fund or the Trust. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable law, including applicable U.S. state and federal securities laws, ERISA or any rules or regulations adopted under any of those laws.

(b) The Investment Manager shall indemnify Sub-Adviser Related Persons to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees (collectively “Losses”), incurred by the Sub-Adviser or Sub-Adviser Related Persons arising from or in connection with this Agreement or the performance by the Sub-Adviser or Sub-Adviser Related Persons of its or their duties hereunder so long as such Losses arise out of the Investment Manager’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in any Trust’s Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or a Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statements or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (b) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Sub-Adviser or a Sub-Adviser Related Person in the performance of any of its duties under, or in connection with, this Agreement.


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(c) The Sub-Adviser shall indemnify the Investment Manager and its affiliates and its or their controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (collectively “Investment Manager Related Persons”) to the fullest extent permitted by law against any and all Losses incurred by the Investment Manager or Investment Manager Related Persons arising from or in connection with this Agreement or the performance by the Investment Manager or Investment Manager Related Persons of its or their duties hereunder so long as such Losses arise out of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in any Trust’s Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or a Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statement or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (c) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Investment Manager or an Investment Manager Related Person in the performance of any of its duties under, or in connection with, this Agreement.

(d) Notwithstanding anything to the contrary in this Agreement, neither party is liable to the other party for consequential loss. For the purposes of this Agreement, ‘consequential loss’ includes loss or profits, loss of revenue, loss or denial of opportunity, loss of or damage to access to markets, loss of anticipated savings, loss of or damage to goodwill, loss of or damage to business reputation, future reputation, and publicity, any indirect, remote abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement.

8. (a) This Agreement shall be executed and become effective as of the date written below;provided,however,that this Agreement shall not become effective with respect to a Fund unless it has first been approved with respect to the Fund in the manner required by the 1940 Act and the rules thereunder or in accordance with exemptive or other relief granted by the U.S. Securities and Exchange Commission (the “SEC”) or its staff. This Agreement shall continue in effect with respect to a Fund for a period of two (2) years and may be renewed thereafter with respect to a Fund only so long as such renewal and continuance with respect to the Fund is specifically approved at least annually by the applicable Board or by the vote of a majorityclass of the outstanding voting securitiesshares of the Fund and only if the terms and

each Fund:

Table of Contents

the renewal hereof have been approved by the vote of a majority of those Trustees of the Trust who are not parties hereto or “interested persons” of the Trust, the Fund, or any party hereto, cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement may be amended only by written agreement of the Investment Manager and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder or any applicable exemptive order.

(c) This Agreement may be terminated with respect to a Fund (i) by the Investment Manager at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Investment Manager’s intention to do so and (ii) by a Trust with respect to the Fund(s) in the Trust at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Trust’s intention to do so pursuant to action by the Board or pursuant to the vote of a majority of the outstanding voting securities of a Fund. The Sub-Adviser may terminate this Agreement with respect to a Fund at any time, without the payment of a penalty, on 60 days’ written notice to the Investment Manager and the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for (i) any obligation arising out of or relating to a breach of this Agreement committed prior to such termination, (ii) the obligation of the Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof prorated to the date of termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act) or upon the termination of an Investment Management Agreement.

9. Any information and advice furnished by either party to this Agreement to the other party shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it:

(i)Fund Name

is already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party);

Registration Address Block
Percentage of Fund
(ii)DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS A

is or becomes publicly known or available through no wrongful act of the receiving party;CHARLES SCHWAB & CO INC

SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
14.73%
(iii)DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS A

is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;

MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
7.59%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
12.44%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.06%
DELAWARE TAX-FREE USA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.50%
DELAWARE TAX-FREE USA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
35.60%


DELAWARE SMID CAP GROWTH FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
7.73%
DELAWARE SMID CAP GROWTH FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
6.24%
DELAWARE SMID CAP GROWTH FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.44%
DELAWARE SMID CAP GROWTH FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.42%
DELAWARE SMID CAP GROWTH FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.94%
DELAWARE EMERGING MARKETS FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
9.57%


DELAWARE EMERGING MARKETS FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
20.36%
DELAWARE EMERGING MARKETS FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
10.01%
DELAWARE EMERGING MARKETS FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.04%
DELAWARE EMERGING MARKETS FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.55%
DELAWARE EMERGING MARKETS FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.69%
DELAWARE EMERGING MARKETS FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
5.88%
DELAWARE EMERGING MARKETS FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
15.08%


DELAWARE EMERGING MARKETS FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.65%
DELAWARE EMERGING MARKETS FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
6.68%
DELAWARE EMERGING MARKETS FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
16.16%
DELAWARE EMERGING MARKETS FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.30%
DELAWARE EMERGING MARKETS FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
10.23%
DELAWARE EMERGING MARKETS FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.43%
DELAWARE EMERGING MARKETS FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.83%


DELAWARE SMALL CAP VALUE FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
5.03%
DELAWARE SMALL CAP VALUE FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
8.13%
DELAWARE SMALL CAP VALUE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
8.58%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
7.12%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.46%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.72%


DELAWARE STRATEGIC INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
10.79%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
18.27%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.05%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
5.28%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.06%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.50%


DELAWARE STRATEGIC INCOME FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.00%
DELAWARE STRATEGIC INCOME FUND CLASS ILINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC RETIREMENT PLAN
P.O. BOX 7876
FORT WAYNE IN  46801-7876
8.70%
DELAWARE STRATEGIC INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
14.68%
DELAWARE STRATEGIC INCOME FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O REGIONS
1 FREEDOM VALLEY DRIVE
OAKS PA 19456
49.18%
DELAWARE SMID CAP GROWTH FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
12.26%
DELAWARE SMID CAP GROWTH FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.08%
DELAWARE SMID CAP GROWTH FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
12.92%


DELAWARE SMID CAP GROWTH FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
14.66%
DELAWARE SMID CAP GROWTH FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.46%
DELAWARE SMID CAP GROWTH FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.00%
DELAWARE SMID CAP GROWTH FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
7.73%
DELAWARE SMALL CAP VALUE FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
25.63%
DELAWARE SMALL CAP VALUE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.95%
DELAWARE SMALL CAP VALUE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
10.81%


DELAWARE SMALL CAP VALUE FUND CLASS ISTATE STREET BANK AND TRUST COMPANY
AS TRUSTEE
FOR THE NEW YORK STATE DEFERRED
COMPENSATION PLAN
1200 CROWN COLONY DRIVE
QUINCY MA  02169
11.47%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
7.52%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
31.56%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.88%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
12.80%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
17.25%


DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.48%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
28.79%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
36.10%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.98%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
7.32%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.78%


DELAWARE EMERGING MARKETS FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
5.13%
DELAWARE EMERGING MARKETS FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.23%
DELAWARE EMERGING MARKETS FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
7.77%
DELAWARE EMERGING MARKETS FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
15.89%
DELAWARE EMERGING MARKETS FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
11.92%
DELAWARE EMERGING MARKETS FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.00%
DELAWARE EMERGING MARKETS FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.53%


DELAWARE EMERGING MARKETS FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
5.66%
DELAWARE EMERGING MARKETS FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
22.27%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.07%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
6.15%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
5.31%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
11.41%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
10.30%


DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.05%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
10.50%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
10.70%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
18.84%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
8.12%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
15.41%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
5.43%


DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.11%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
15.39%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.31%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CRBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400
5.25%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
13.09%
DELAWARE TAX-FREE USA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.13%


DELAWARE TAX-FREE USA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.03%
DELAWARE TAX-FREE USA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
10.80%
DELAWARE TAX-FREE USA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
11.31%
DELAWARE TAX-FREE USA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
18.18%
DELAWARE TAX-FREE USA FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.24%
DELAWARE TAX-FREE USA FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
8.64%
DELAWARE TAX-FREE USA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
13.95%


DELAWARE TAX-FREE USA INTERMEDIATE CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.02%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
41.99%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
9.16%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
10.39%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
15.73%
DELAWARE STRATEGIC INCOME FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
19.55%
DELAWARE STRATEGIC INCOME FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
16.35%


DELAWARE STRATEGIC INCOME FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
15.08%
DELAWARE STRATEGIC INCOME FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
22.61%
DELAWARE STRATEGIC INCOME FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
10.01%
DELAWARE SMID CAP GROWTH FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.93%
DELAWARE SMID CAP GROWTH FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.14%
DELAWARE SMID CAP GROWTH FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
10.32%
DELAWARE SMID CAP GROWTH FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
12.30%


DELAWARE SMID CAP GROWTH FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.94%
DELAWARE SMID CAP GROWTH FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.94%
DELAWARE SMID CAP GROWTH FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
10.42%
DELAWARE SMID CAP GROWTH FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
18.85%
DELAWARE SMALL CAP VALUE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
15.13%
DELAWARE SMALL CAP VALUE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
21.24%
DELAWARE SMALL CAP VALUE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
11.13%


DELAWARE SMALL CAP VALUE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
10.76%
DELAWARE SMALL CAP VALUE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
7.12%
DELAWARE SMALL CAP VALUE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
13.51%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
22.63%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
13.48%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
38.74%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOIUOE LOCAL 94 HEALTH &
BENEFIT FUND- COMMERCIAL
331-337 W 44TH ST
NEW YORK NY  10036-5402
5.59%


MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOLOCAL 804 I.B.T & LOCAL 447 I.A.M.
UPS MULIT-EMPLOYER RETIREMENT PLAN
55 GLENLAKE PKWY NE
ATLANTA GA 30328-3474
33.00%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOPIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR TTEE/CUST
JOINT ANNUITY FUND LOCAL UNION 164
C/O FABIAN & BRYN
425 EAGLE ROCK AVENUE
ROSELAND NJ  07068
6.56%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOPLUMBERS AND STEAMFITTERS LOCAL
NO 7 PENSION FUND
18 AVIS DRIVE
LATHAM NY 12110-2605
9.20%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIORELIANCE TRUST CO
FBO SF CULINARY PEN
201 17TH ST STE 1000
ATLANTA GA 30363-0000
15.43%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOTHE NORTHERN TRUST CO AS CUST FBO
MIDWEST OPERATING ENGINEERS WELFARE
PO BOX 92956
CHICAGO IL  60675-2956
6.04%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOTHE NORTHERN TRUST CO AS CUST FBO
MIDWEST OPERATING ENGINEERS WELFARE
801 S CANAL
CHICAGO IL  60675-0001
9.66%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
15.19%


DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.90%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.48%
DELAWARE ULTRASHORT FUND CLASS CASCENSUS TRUST COMPANY FBO
BERKS ENGINEERING CO 401(K)
P.O. BOX 10758
FARGO, ND 58106
6.14%
DELAWARE ULTRASHORT FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.02%
DELAWARE ULTRASHORT FUND CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
38.33%
DELAWARE ULTRASHORT FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
33.27%
DELAWARE ULTRASHORT FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
55.21%
DELAWARE ULTRASHORT FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.05%


DELAWARE ULTRASHORT FUND CLASS IPLUMBERS AND PIPEFITTERS LOCAL
EDUCATION FUND
C/O I.E SHAFFER & CO
830 BEAR TAVERN RD 2ND FL
WEST TRENTON NJ 08628-0230
31.59%
DELAWARE WEALTH BUILDER FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.06%
DELAWARE WEALTH BUILDER FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
6.72%
DELAWARE WEALTH BUILDER FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
11.84%
DELAWARE WEALTH BUILDER FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
10.39%
DELAWARE WEALTH BUILDER FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.46%
DELAWARE WEALTH BUILDER FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
10.61%


DELAWARE WEALTH BUILDER FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
13.41%
DELAWARE WEALTH BUILDER FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
19.79%
DELAWARE WEALTH BUILDER FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.56%
DELAWARE WEALTH BUILDER FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.32%
DELAWARE WEALTH BUILDER FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
8.50%
DELAWARE WEALTH BUILDER FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
15.01%


DELAWARE WEALTH BUILDER FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
5.19%
DELAWARE WEALTH BUILDER FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
23.98%
DELAWARE WEALTH BUILDER FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.82%
DELAWARE WEALTH BUILDER FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
16.38%
DELAWARE WEALTH BUILDER FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.81%
DELAWARE WEALTH BUILDER FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
6.44%
DELAWARE WEALTH BUILDER FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.27%


DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
6.76%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
30.31%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
18.78%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.61%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.45%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
24.63%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
44.18%


DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
12.46%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
13.12%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.07%
MACQUARIE EMERGING MARKETS PORTFOLIOSTATE UNIVERSITIES RETIREMENT
SYSTEM OF ILLINOIS
1901 FOX DR
CHAMPAIGN IL 61820-7333
96.66%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
5.22%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
10.85%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
28.37%


DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
26.87%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
8.81%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
11.05%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
76.68%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.47%
DELAWARE DIVERSIFIED INCOME FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
6.28%
DELAWARE DIVERSIFIED INCOME FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
19.57%


DELAWARE DIVERSIFIED INCOME FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.06%
DELAWARE DIVERSIFIED INCOME FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
11.74%
DELAWARE DIVERSIFIED INCOME FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.07%
DELAWARE DIVERSIFIED INCOME FUND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
6.06%
DELAWARE DIVERSIFIED INCOME FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
7.50%
DELAWARE DIVERSIFIED INCOME FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.15%
DELAWARE DIVERSIFIED INCOME FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
11.43%


DELAWARE DIVERSIFIED INCOME FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.26%
DELAWARE DIVERSIFIED INCOME FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
7.12%
DELAWARE DIVERSIFIED INCOME FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
18.18%
DELAWARE DIVERSIFIED INCOME FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
11.68%
DELAWARE DIVERSIFIED INCOME FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
8.45%
DELAWARE DIVERSIFIED INCOME FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
12.58%
DELAWARE DIVERSIFIED INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
7.90%


DELAWARE DIVERSIFIED INCOME FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
17.57%
DELAWARE DIVERSIFIED INCOME FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
8.77%
DELAWARE DIVERSIFIED INCOME FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
7.90%
DELAWARE DIVERSIFIED INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
16.77%
DELAWARE DIVERSIFIED INCOME FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
8.15%
DELAWARE DIVERSIFIED INCOME FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
10.42%
DELAWARE DIVERSIFIED INCOME FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
7.02%


DELAWARE DIVERSIFIED INCOME FUND CLASS R6MAC & CO
NUCLEAR DECOMMISSIONING TRT
500 GRANT ST RM 151-1010
PITTSBURGH PA 15258
22.89%
DELAWARE DIVERSIFIED INCOME FUND CLASS R6MAC & CO
FBO NEXTERA ENERGY DUANE ARNOLD LLC
ATTN MUTUAL FUND OPERATIONS
PO BOX 3198
525 WILLIAM PENN PLACE
PITTSBURGH PA  15230-3198
14.01%
DELAWARE DIVERSIFIED INCOME FUND CLASS R6THE NORTHERN TRUST CO AS TTEE FBO
GEORGIA GULF
50 S LA SALLE ST
CHICAGO IL  60603-1003
21.76%
DELAWARE EMERGING MARKETS FUND CLASS R6EDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
35.39%
DELAWARE EMERGING MARKETS FUND CLASS R6JP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
18.52%
DELAWARE EMERGING MARKETS FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
16.34%
DELAWARE FLOATING RATE FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
5.32%


DELAWARE FLOATING RATE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
6.38%
DELAWARE FLOATING RATE FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.74%
DELAWARE FLOATING RATE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
14.56%
DELAWARE FLOATING RATE FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.32%
DELAWARE FLOATING RATE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
9.23%
DELAWARE FLOATING RATE FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
6.58%
DELAWARE FLOATING RATE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
7.34%


DELAWARE FLOATING RATE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.34%
DELAWARE FLOATING RATE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.05%
DELAWARE FLOATING RATE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
36.78%
DELAWARE FLOATING RATE FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
5.75%
DELAWARE FLOATING RATE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.74%
DELAWARE FLOATING RATE FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
9.48%


DELAWARE FLOATING RATE FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
13.68%
DELAWARE FLOATING RATE FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
12.39%
DELAWARE FLOATING RATE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
8.10%
DELAWARE FLOATING RATE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
12.07%
DELAWARE FLOATING RATE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
28.72%
DELAWARE FLOATING RATE FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
5.25%
DELAWARE FLOATING RATE FUND CLASS RMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
30.62%


DELAWARE FLOATING RATE FUND CLASS RPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
69.25%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL AAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.05%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL ACHRISTOPHER J TYDRICK
TOD KEVIN M TYDRICK
SUBJECT TO STA TOD RULES
642 OVERHILL RD
ARDMORE PA 19003-1007
21.30%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.17%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
19.87%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL CBNYM I S TRUST CO CUST CESA FBO
JOHN G LANOUE RESP INDV
CONNOR J LANOUE
1846 COUNTY ROAD 11
TRACY MN 56175-1116
15.02%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
55.30%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
21.92%


DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
23.96%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL IMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
32.10%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
12.81%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL RMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
98.74%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.81%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
7.64%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.36%


DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.97%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.76%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
20.01%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
9.94%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
47.52%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
5.11%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
12.99%


DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
10.64%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
16.88%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
11.70%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
12.24%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
16.12%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
8.68%
DELAWARE TAX-FREE ARIZONA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
15.56%


DELAWARE TAX-FREE ARIZONA FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
7.20%
DELAWARE TAX-FREE ARIZONA FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.63%
DELAWARE TAX-FREE ARIZONA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.36%
DELAWARE TAX-FREE ARIZONA FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
17.81%
DELAWARE TAX-FREE ARIZONA FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
9.38%
DELAWARE TAX-FREE ARIZONA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
16.82%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
20.12%


DELAWARE TAX-FREE CALIFORNIA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
9.16%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
28.85%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.70%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.20%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.17%
DELAWARE TAX-FREE COLORADO FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
22.83%
DELAWARE TAX-FREE COLORADO FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
15.02%


DELAWARE TAX-FREE COLORADO FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.25%
DELAWARE TAX-FREE COLORADO FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.77%
DELAWARE TAX-FREE COLORADO FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.04%
DELAWARE TAX-FREE COLORADO FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
7.66%
DELAWARE TAX-FREE COLORADO FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
9.60%
DELAWARE TAX-FREE COLORADO FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
16.17%
DELAWARE TAX-FREE IDAHO FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
24.92%


DELAWARE TAX-FREE IDAHO FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
12.99%
DELAWARE TAX-FREE IDAHO FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
11.07%
DELAWARE TAX-FREE IDAHO FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.89%
DELAWARE TAX-FREE IDAHO FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
10.06%
DELAWARE TAX-FREE IDAHO FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.80%
DELAWARE SMALL CAP GROWTH FUND ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
11.84%
DELAWARE SMALL CAP GROWTH FUND AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.55%


DELAWARE SMALL CAP GROWTH FUND ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
20.18%
DELAWARE SMALL CAP GROWTH FUND APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.58%
DELAWARE SMALL CAP GROWTH FUND ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.33%
DELAWARE SMALL CAP GROWTH FUND CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
8.94%
DELAWARE SMALL CAP GROWTH FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
21.68%
DELAWARE SMALL CAP GROWTH FUND CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
14.49%
DELAWARE SMALL CAP GROWTH FUND CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
17.65%
DELAWARE SMALL CAP GROWTH FUND CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
13.80%


DELAWARE SMALL CAP GROWTH FUND IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
21.36%
DELAWARE SMALL CAP GROWTH FUND ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
23.95%
DELAWARE SMALL CAP GROWTH FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
21.38%
DELAWARE SMALL CAP GROWTH FUND IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.06%
DELAWARE SMALL CAP GROWTH FUND IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.69%
DELAWARE SMALL CAP GROWTH FUND RASCENSUS TRUST COMPANY FBO
MACK CAMERA SERVICES 401(K)
PO BOX 10758
FARGO ND 58106
83.30%
DELAWARE SMALL CAP GROWTH FUND RPAI TRUST COMPANY, INC.
IMG COMPANIES, LLC 401(K) P/S PLA
1300 ENTERPRISE DRIVE
DE PERE WI 541150000
12.05%
DELAWARE FLOATING RATE FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202
90.94%


DELAWARE TAX-FREE MINNESOTA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.41%
DELAWARE TAX-FREE MINNESOTA FUND CLASS IBAND & CO
C/O US BANK NA
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI  53212-3958
23.97%
DELAWARE TAX-FREE MINNESOTA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
9.84%
DELAWARE TAX-FREE MINNESOTA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
11.95%
DELAWARE TAX-FREE MINNESOTA FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.17%
DELAWARE TAX-FREE MINNESOTA FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
6.51%
DELAWARE TAX-FREE MINNESOTA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.43%
DELAWARE TAX-FREE MINNESOTA FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
14.34%


DELAWARE TAX-FREE MINNESOTA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
12.00%
DELAWARE TAX-FREE MINNESOTA FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.02%
DELAWARE TAX-FREE MINNESOTA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.04%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
6.11%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.23%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
5.21%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
23.37%


DELAWARE TAX-FREE MINNESOTA FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
14.49%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
8.76%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
12.36%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.15%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
13.21%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
10.95%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.28%


DELAWARE TAX-FREE MINNESOTA INT FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.88%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.17%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
23.40%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
12.19%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.00%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
22.88%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
17.01%


DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
5.27%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.54%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.02%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ARBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400
9.58%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
9.12%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.50%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
13.52%


DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
6.83%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
23.73%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CRBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400
14.02%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
14.53%
DELAWARE SELECT GROWTH FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.02%
DELAWARE SELECT GROWTH FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.06%
DELAWARE SELECT GROWTH FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
7.95%


DELAWARE SELECT GROWTH FUND CLASS CASCENSUS TRUST COMPANY FBO
BERKS ENGINEERING CO 401(K)
P.O. BOX 10758
FARGO, ND 58106
8.79%
DELAWARE SELECT GROWTH FUND CLASS CASCENSUS TRUST COMPANY FBO
MU MANAGEMENT LLC
P.O. BOX 10758
FARGO, ND 58106
5.84%
DELAWARE SELECT GROWTH FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
10.81%
DELAWARE SELECT GROWTH FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
13.99%
DELAWARE SELECT GROWTH FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.53%
DELAWARE SELECT GROWTH FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.37%


DELAWARE TAX-FREE ARIZONA FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
5.59%
DELAWARE TAX-FREE ARIZONA FUND CLASS AJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
8.94%
DELAWARE TAX-FREE ARIZONA FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.48%
DELAWARE TAX-FREE ARIZONA FUND CLASS ARBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400
14.72%
DELAWARE TAX-FREE ARIZONA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
17.38%
DELAWARE TAX-FREE ARIZONA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
6.39%
DELAWARE TAX-FREE ARIZONA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.81%


DELAWARE TAX-FREE ARIZONA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
7.90%
DELAWARE TAX-FREE ARIZONA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.79%
DELAWARE TAX-FREE ARIZONA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.89%
DELAWARE TAX-FREE ARIZONA FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.22%
DELAWARE TAX-FREE ARIZONA FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
7.92%
DELAWARE TAX-FREE ARIZONA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
42.15%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.68%


DELAWARE TAX-FREE CALIFORNIA FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
6.02%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
5.83%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.13%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.21%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
10.42%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
11.07%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
10.93%


DELAWARE TAX-FREE CALIFORNIA FUND CLASS CLAWRENCE H & BETTE N NAKAYAMA TTEES
NAKAYAMA FAMILY TRUST
U/A DTD 05/20/1995
853 E GLADWICK ST
CARSON CA  90746-3818
5.41%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.05%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
6.20%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
27.00%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
9.46%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
21.34%
DELAWARE TAX-FREE COLORADO FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
8.82%


DELAWARE TAX-FREE COLORADO FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
6.24%
DELAWARE TAX-FREE COLORADO FUND CLASS AJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
5.10%
DELAWARE TAX-FREE COLORADO FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
5.39%
DELAWARE TAX-FREE COLORADO FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
15.65%
DELAWARE TAX-FREE COLORADO FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
13.92%
DELAWARE TAX-FREE COLORADO FUND CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
10.00%
DELAWARE TAX-FREE COLORADO FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.07%


DELAWARE TAX-FREE COLORADO FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
12.70%
DELAWARE TAX-FREE COLORADO FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
18.26%
DELAWARE TAX-FREE COLORADO FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
10.40%
DELAWARE TAX-FREE COLORADO FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
15.98%
DELAWARE TAX-FREE IDAHO FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
18.45%
DELAWARE TAX-FREE IDAHO FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
19.12%
DELAWARE TAX-FREE IDAHO FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
5.13%


DELAWARE TAX-FREE IDAHO FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
5.99%
DELAWARE TAX-FREE IDAHO FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.26%
DELAWARE TAX-FREE IDAHO FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
21.60%
DELAWARE TAX-FREE IDAHO FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.10%
DELAWARE TAX-FREE IDAHO FUND CLASS CEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
5.16%
DELAWARE TAX-FREE IDAHO FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
13.46%
DELAWARE TAX-FREE IDAHO FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.04%


DELAWARE TAX-FREE IDAHO FUND CLASS CRBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400
10.31%
DELAWARE TAX-FREE IDAHO FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
42.67%
DELAWARE TAX-FREE NEW YORK FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
23.07%
DELAWARE TAX-FREE NEW YORK FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
8.65%
DELAWARE TAX-FREE NEW YORK FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
22.21%
DELAWARE TAX-FREE NEW YORK FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
13.52%
DELAWARE TAX-FREE NEW YORK FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.47%


DELAWARE TAX-FREE NEW YORK FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.64%
DELAWARE TAX-FREE NEW YORK FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
12.21%
DELAWARE TAX-FREE NEW YORK FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.37%
DELAWARE TAX-FREE NEW YORK FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
6.98%
DELAWARE TAX-FREE NEW YORK FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
11.70%
DELAWARE TAX-FREE NEW YORK FUND CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
5.20%
DELAWARE TAX-FREE NEW YORK FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
38.41%


DELAWARE TAX-FREE NEW YORK FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
9.41%
DELAWARE TAX-FREE NEW YORK FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.53%
DELAWARE TAX-FREE NEW YORK FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
12.83%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.71%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.17%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
14.99%


DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
14.64%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
8.48%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
12.82%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
14.82%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
15.08%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.62%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
11.44%


DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.83%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.42%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
9.53%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
17.53%
DELAWARE SELECT GROWTH FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
5.14%
DELAWARE SELECT GROWTH FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
9.50%
DELAWARE SELECT GROWTH FUND CLASS IGREAT-WEST TRUST COMPANY LLC TTEE
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111
13.59%


DELAWARE SELECT GROWTH FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
5.07%
DELAWARE SELECT GROWTH FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
7.28%
DELAWARE SELECT GROWTH FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.11%
DELAWARE SELECT GROWTH FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.44%
DELAWARE SELECT GROWTH FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
5.94%
DELAWARE SELECT GROWTH FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
16.54%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
17.76%


DELAWARE STRATEGIC ALLOCATION FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
13.84%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.89%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.75%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
7.45%
DELAWARE STRATEGIC ALLOCATION FUND CLASS IBOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
27.73%
DELAWARE STRATEGIC ALLOCATION FUND CLASS IBOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
8.52%


DELAWARE STRATEGIC ALLOCATION FUND CLASS ILINCOLN RETIREMENT SERVICES CO
LINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC EMPLOYEES SAV AND 401K
P.O. BOX 7876
FORT WAYNE IN  46801-7876
22.79%
DELAWARE STRATEGIC ALLOCATION FUND CLASS ILINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC RETIREMENT PLAN
P.O. BOX 7876
FORT WAYNE IN  46801-7876
15.12%
DELAWARE VALUE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
18.56%
DELAWARE VALUE FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
6.40%
DELAWARE VALUE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.06%
DELAWARE VALUE FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.62%


DELAWARE VALUE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
8.41%
DELAWARE VALUE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.81%
DELAWARE VALUE FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
14.11%
DELAWARE VALUE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
15.60%
DELAWARE VALUE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.32%
DELAWARE VALUE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.43%
DELAWARE VALUE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.26%


DELAWARE VALUE FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
6.61%
DELAWARE VALUE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
18.52%
DELAWARE VALUE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
13.35%
DELAWARE VALUE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
12.60%
DELAWARE VALUE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
16.79%
DELAWARE VALUE FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
17.25%


DELAWARE CORPORATE BOND FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
9.29%
DELAWARE CORPORATE BOND FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
8.95%
DELAWARE CORPORATE BOND FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.63%
DELAWARE CORPORATE BOND FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
8.35%
DELAWARE CORPORATE BOND FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
8.07%
DELAWARE CORPORATE BOND FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
27.05%
DELAWARE CORPORATE BOND FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
6.15%


DELAWARE CORPORATE BOND FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.70%
DELAWARE CORPORATE BOND FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
7.63%
DELAWARE CORPORATE BOND FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
15.54%
DELAWARE CORPORATE BOND FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.85%
DELAWARE CORPORATE BOND FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
7.80%
DELAWARE CORPORATE BOND FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
42.73%
DELAWARE CORPORATE BOND FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.78%


DELAWARE CORPORATE BOND FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
6.14%
DELAWARE CORPORATE BOND FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.13%
DELAWARE EXTENDED DURATION BOND FUND CLASS AFIRST STATE TRUST COMPANY
DELAWARE CORPORATE CENTER I
1 RIGHTER PARKWAY  SUITE 120
WLIMINGTON DE 19803
16.48%
DELAWARE EXTENDED DURATION BOND FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
10.39%
DELAWARE EXTENDED DURATION BOND FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
18.27%
DELAWARE EXTENDED DURATION BOND FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.84%
DELAWARE EXTENDED DURATION BOND FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
16.48%


DELAWARE EXTENDED DURATION BOND FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
13.18%
DELAWARE EXTENDED DURATION BOND FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
8.96%
DELAWARE EXTENDED DURATION BOND FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
7.48%
DELAWARE EXTENDED DURATION BOND FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
15.87%
DELAWARE EXTENDED DURATION BOND FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
10.22%
DELAWARE EXTENDED DURATION BOND FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
13.63%
DELAWARE EXTENDED DURATION BOND FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
5.43%


DELAWARE EXTENDED DURATION BOND FUND CLASS IDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
14.34%
DELAWARE EXTENDED DURATION BOND FUND CLASS IMASSACHUSETTS MUTUAL LIFE INS CO
1295 STATE STREET
MIP C105
SPRINGFIELD MA 01111-0001
8.75%
DELAWARE EXTENDED DURATION BOND FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
28.51%
DELAWARE EXTENDED DURATION BOND FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.18%
DELAWARE EXTENDED DURATION BOND FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.79%
DELAWARE SMALL CAP CORE FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.41%
DELAWARE SMALL CAP CORE FUND CLASS AGREAT-WEST TRUST COMPANY LLC TTEE
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111
6.00%


DELAWARE SMALL CAP CORE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
22.35%
DELAWARE SMALL CAP CORE FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
10.15%
DELAWARE SMALL CAP CORE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
12.78%
DELAWARE SMALL CAP CORE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.24%
DELAWARE SMALL CAP CORE FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
15.86%
DELAWARE SMALL CAP CORE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.61%
DELAWARE SMALL CAP CORE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.87%


DELAWARE SMALL CAP CORE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.75%
DELAWARE SMALL CAP CORE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
29.12%
DELAWARE SMALL CAP CORE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
9.48%
DELAWARE SMALL CAP CORE FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
10.00%
DELAWARE SMALL CAP CORE FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.00%
DELAWARE SMALL CAP CORE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
28.70%
DELAWARE SMALL CAP CORE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
11.78%


DELAWARE SMALL CAP CORE FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.35%
DELAWARE SMALL CAP CORE FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
10.19%
DELAWARE EXTENDED DURATION BOND FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
14.10%
DELAWARE EXTENDED DURATION BOND FUND CLASS R6JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST SUITE 100
WESTWOOD, MA 02090
82.44%
DELAWARE SMALL CAP CORE FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
15.16%
DELAWARE SMALL CAP CORE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
21.66%
DELAWARE SMALL CAP CORE FUND CLASS R6PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
14.85%


DELAWARE SMALL CAP VALUE FUND CLASS R6CHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
6.86%
DELAWARE SMALL CAP VALUE FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
9.08%
DELAWARE SMALL CAP VALUE FUND CLASS R6EDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
18.44%
DELAWARE SMALL CAP VALUE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
8.61%
DELAWARE SMALL CAP VALUE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
5.15%
DELAWARE SMID CAP GROWTH FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
15.48%
DELAWARE SMID CAP GROWTH FUND CLASS R6MATRIX TRUST COMPANY COTRUSTEE FBO
U.A. LOCAL 393 DEFINED CONTRIBUTION
PO BOX 52129
PHOENIX AZ 850722129
8.72%


DELAWARE SMID CAP GROWTH FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
14.74%
DELAWARE SMID CAP GROWTH FUND CLASS R6VOYA INSTITUTIONAL TRUST COMPANY
FBO VIPS II
30 BRAINTREE HILL OFFICE PARK
BRAINTREE MA  02184
38.79%
DELAWARE VALUE FUND CLASS R6CHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
14.54%
DELAWARE VALUE FUND CLASS R6JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST SUITE 100
WESTWOOD, MA 02090
7.99%
DELAWARE VALUE FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
6.42%
DELAWARE VALUE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
8.27%
DELAWARE VALUE FUND CLASS R6PIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST
AUTOZONE, INC. 401(K) PLAN
123 SOUTH FRONT STREET
PO BOX 2198
MEMPHIS TN 38103
5.03%


DELAWARE SMID CAP GROWTH FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
13.96%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RASCENSUS TRUST COMPANY FBO
RBS SPORTS LLC 401K PLAN
P.O. BOX 10758
FARGO, ND 58106
13.84%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RLINCOLN NATIONAL LIFE INSURANCE CO
1300 S CLINTON ST
FORT WAYNE IN 46802-3506
8.66%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RMATRIX TRUST COMPANY CUST. FBO
CAPITAL VALVE SERVICE, INC.
717 17TH STREET
SUITE 1300
DENVER CO 80202
7.65%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RMID ATLANTIC TRUST COMPANY FBO
CREATIVE CHOICE HOMES LLP 401(K) PR
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
6.38%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
15.27%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RPAI TRUST COMPANY, INC.
ROCHA'S CONSTRUCTION, INC. 401(K) P
1300 ENTERPRISE DRIVE
DE PERE WI 541150000
5.33%


DELAWARE STRATEGIC INCOME FUND CLASS RASCENSUS TRUST COMPANY FBO
KWANGJA T(K)O FUND RETIREMENT FUND
P.O. BOX 10758
FARGO, ND 58106
5.58%
DELAWARE STRATEGIC INCOME FUND CLASS RASCENSUS TRUST COMPANY FBO
SCHUYLKILL TOWNSHIP
P.O. BOX 10758
FARGO, ND 58106
5.48%
DELAWARE STRATEGIC INCOME FUND CLASS RMATRIX TRUST COMPANY CUST. FBO
HARRISON WESTERN CONSTRUCTION401(K)
717 17TH STREET
SUITE 1300
DENVER CO 80202
59.26%
DELAWARE STRATEGIC INCOME FUND CLASS RMG TRUST COMPANY CUST. FBO
IMPACT RETIREMENT 401(K) PLAN
717 17TH STREET
SUITE 1300
DENVER CO 80202
15.07%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
24.39%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RASCENSUS TRUST COMPANY FBO
AG RISK SOLUTIONS RETIREMENT PLAN
P.O. BOX 10758
FARGO, ND 58106
12.68%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RASCENSUS TRUST COMPANY FBO
MID STATE OIL 401K
P.O. BOX 10758
FARGO, ND 58106
6.04%


DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RASCENSUS TRUST COMPANY FBO
MONTROY ANDERSON 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106
5.70%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362
5.27%
DELAWARE DIVERSIFIED INCOME FUND CLASS RHARTFORD LIFE INSURANCE CO SEP ACCT
ATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999
24.69%
DELAWARE DIVERSIFIED INCOME FUND CLASS RLINCOLN RETIREMENT SERVICES CO
FBO CITY OF RAHWAY 457B
P.O. BOX 7876
FORT WAYNE IN  46801-7876
5.43%
DELAWARE DIVERSIFIED INCOME FUND CLASS RMASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 STATE STREET
MIP M200-INVST
SPRINGFIELD MA  01111
5.97%
DELAWARE SELECT GROWTH FUND CLASS RASCENSUS TRUST COMPANY FBO
ENTERTAINMENT SERVICES GROUP, INC.
P.O. BOX 10758
FARGO, ND 58106
15.17%
DELAWARE SELECT GROWTH FUND CLASS RASCENSUS TRUST COMPANY FBO
SYDNOR HYDRO/RIVER GOLF 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106
14.83%
DELAWARE SELECT GROWTH FUND CLASS RASCENSUS TRUST COMPANY FBO
THE ELVIS ASSOCIATES 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106
5.39%


DELAWARE SELECT GROWTH FUND CLASS RMG TRUST COMPANY CUST. FBO
MIDWEST HELICOPTER AIRWAYS, INC. CA
717 17TH STREET
SUITE 1300
DENVER CO 80202
7.72%
DELAWARE SELECT GROWTH FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
UFCW NATIONAL HEALTH WELFARE FUND
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
7.07%
DELAWARE SELECT GROWTH FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362
24.81%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RASCENSUS TRUST COMPANY FBO
BUTLER BALANCING COMPANY INC
PO BOX 10758
FARGO ND 58106-0758
27.97%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RDR. TENCZA FBO
TENCZA DENTAL ASSOCIATES P C 401(K)
427 CATTELL STREET
EASTON, PA 18042
31.32%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RJOHN SWIDWINSKI FBO
P A C FEDERAL CREDIT UNION 401(K) P
2889 EAST MAPLE RD
TROY, MI 48083
8.76%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
AQUINAS INSTITUTE OF THEOLOGY
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
5.93%


DELAWARE STRATEGIC ALLOCATION FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
INDUSTRIAL PHYSICAL CAPABILITY
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
13.66%
DELAWARE CORPORATE BOND FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
62.08%
DELAWARE SMALL CAP VALUE FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
21.38%
DELAWARE SMALL CAP VALUE FUND CLASS RPIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST
THE PETERSON COMPANIES
12500 FAIR LAKE CIR STE 400
FAIRFAX VA 22033
6.82%
DELAWARE SMALL CAP VALUE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
29.37%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RASCENSUS TRUST COMPANY FBO
QUEST CORPORATION
P.O. BOX 10758
FARGO, ND 58106
8.92%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
12.17%


DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
OAKTREE FUNDING CORP 401(K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
7.12%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RVOYA RETIREMENT INSURANCE AND
ANNUITY COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773
14.72%
DELAWARE EMERGING MARKETS FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
13.43%
DELAWARE EMERGING MARKETS FUND CLASS RHARTFORD LIFE INSURANCE CO SEP ACCT
ATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999
7.17%
DELAWARE EMERGING MARKETS FUND CLASS RMASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 STATE STREET
MIP M200-INVST
SPRINGFIELD MA  01111
43.06%
DELAWARE EMERGING MARKETS FUND CLASS RPIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST
MAMMOET USA SOUTH, INC 401(K)
20525 FM 521
ROSHARON TX 77583
7.63%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS R6BANK OF STOCKTON
WEALTH MANGEMENT GROUP
555 WEST BENJAMIN HOLT DRIVE BLDG A
STOCKTON CA  952073888
10.33%


DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS R6DESERET MUTUAL BENEFIT ADMIN AS
TRUSTEE FOR DESERET MUTUAL RETIREE
MEDICAL & LIFE PL TR(EQUITY SUBST)
179 SOCIAL HALL AVE SUITE 100
SALT LAKE CITY UT  84111-1542
13.48%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS R6MAC & CO
FBO PUBLIC PENSION
ATTN MUTUAL FUND OPS
PO BOX 3198
500 GRANT ST
PITTSBURGH PA 15258-0000
70.04%
DELAWARE WEALTH BUILDER FUND CLASS RASCENSUS TRUST COMPANY FBO
BUTLER BALANCING COMPANY INC
PO BOX 10758
FARGO ND 58106-0758
7.72%
DELAWARE WEALTH BUILDER FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
PETTERSEN AND SILBERMAN DENTAL
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
8.95%
DELAWARE WEALTH BUILDER FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
PMALLIANCE, INC 401K PLAN
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
19.95%
DELAWARE WEALTH BUILDER FUND CLASS RMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.72%
DELAWARE WEALTH BUILDER FUND CLASS RMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
11.14%


DELAWARE WEALTH BUILDER FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362
22.71%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
26.16%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
5.80%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS R6LINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC RETIREMENT PLAN
PO BOX 7876
FORT WAYNE IN  46801-7876
61.60%
DELAWARE EXTENDED DURATION BOND FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
8.00%
DELAWARE EXTENDED DURATION BOND FUND CLASS RHARTFORD LIFE INSURANCE CO SEP ACCT
ATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999
29.16%


DELAWARE EXTENDED DURATION BOND FUND CLASS RMASSACHUSETTS MUTUAL LIFE INS CO
1295 STATE STREET
MIP C105
SPRINGFIELD MA 01111-0001
15.99%
DELAWARE EXTENDED DURATION BOND FUND CLASS RVOYA RETIREMENT INSURANCE AND
ANNUITY COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773
21.04%
DELAWARE SMALL CAP CORE FUND CLASS RLINCOLN NATIONAL LIFE INSURANCE CO
1300 S CLINTON ST
FORT WAYNE IN 46802-3506
11.80%
DELAWARE SMALL CAP CORE FUND CLASS RMATRIX TRUST COMPANY CUST FBO
MADISON MEDICAL AFFILIATES, INC. EM
PO BOX 52129
PHOENIX AZ 85072
8.76%
DELAWARE SMALL CAP CORE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
8.73%
DELAWARE SMALL CAP CORE FUND CLASS RVOYA INSTITUTIONAL TRUST COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773
13.45%
DELAWARE CORPORATE BOND FUND CLASS R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
10.37%


DELAWARE CORPORATE BOND FUND CLASS R6JP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
12.52%
DELAWARE CORPORATE BOND FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202
9.21%
DELAWARE CORPORATE BOND FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
56.01%
DELAWARE INTERNATIONAL SMALL CAP FUND R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
9.73%
DELAWARE INTERNATIONAL SMALL CAP FUND R6CAPINCO C/O US BANK NA
1555 N. RIVERCENTER DRIVE STE. 302
MILWAUKEE WI 53212
73.01%
DELAWARE INTERNATIONAL SMALL CAP FUND R6WELLS FARGO BANK FBO
VARIOUS RETIREMENT PLANS
1525 WEST WT HARRIS BLVD
CHARLOTTE, NC 28288-1076
6.36%


DELAWARE VALUE FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
17.05%
DELAWARE VALUE FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362
5.83%
DELAWARE VALUE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
37.23%
DELAWARE INTERNATIONAL VALUE EQUITY R6ASCENSUS TRUST COMPANY FBO
DGA 401(K) PROFIT SHARING PLAN
P.O. BOX 10758
FARGO, ND 58106
20.51%
DELAWARE INTERNATIONAL VALUE EQUITY R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
25.38%
DELAWARE INTERNATIONAL VALUE EQUITY R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA
5.63%


DELAWARE INTERNATIONAL VALUE EQUITY R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202
18.74%
DELAWARE INTERNATIONAL VALUE EQUITY R6MID ATLANTIC TRUST COMPANY FBO
MILLER BOAT LINE, INC. 401(K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
5.12%
DELAWARE HEALTHCARE FUND CLASS AAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
6.18%
DELAWARE HEALTHCARE FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
9.55%
DELAWARE HEALTHCARE FUND CLASS ALIU-ER CHEN
AND DAWN DING JT WROS
SUBJECT TO DSCI TOD RULES
33 GREEN HILL RD
BROOKLINE MA 02445-5906
18.81%
DELAWARE HEALTHCARE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
5.12%
DELAWARE HEALTHCARE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.34%


DELAWARE HEALTHCARE FUND CLASS ARBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400
10.90%
DELAWARE HEALTHCARE FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
8.07%
DELAWARE HEALTHCARE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
7.92%
DELAWARE HEALTHCARE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
11.50%
DELAWARE HEALTHCARE FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
7.89%
DELAWARE HEALTHCARE FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
6.40%
DELAWARE HEALTHCARE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
15.01%


DELAWARE HEALTHCARE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
5.92%
DELAWARE HEALTHCARE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
24.66%
DELAWARE HEALTHCARE FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
18.30%
DELAWARE HEALTHCARE FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.06%
DELAWARE HEALTHCARE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
10.97%
DELAWARE HEALTHCARE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
12.08%
DELAWARE HEALTHCARE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.48%


DELAWARE HEALTHCARE FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.29%
DELAWARE HEALTHCARE FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
7.47%
DELAWARE HEALTHCARE FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
6.05%
DELAWARE HEALTHCARE FUND CLASS RASCENSUS TRUST COMPANY FBO
PRESTOTECH SOLUTIONS 401(K)
P.O. BOX 10758
FARGO, ND 58106
6.29%
DELAWARE HEALTHCARE FUND CLASS RASCENSUS TRUST COMPANY FBO
TRUTH FOR LIFE RETIREMENT PLAN
P.O. BOX 10758
FARGO, ND 58106
6.28%
DELAWARE HEALTHCARE FUND CLASS RBRIAN WEST FBO
M & M AMERICAN LOGISTICS INC 401(K)
7300 INDUSTRIAL ROW DRIVE
MASON, OH 45040
5.65%
DELAWARE HEALTHCARE FUND CLASS RMATRIX TRUST COMPANY CUST. FBO
ADMERASIA 401(K) PROFIT SHARING PLAN
717 17TH STREET
SUITE 1300
DENVER CO 80202
5.58%
DELAWARE HEALTHCARE FUND CLASS RPAI TRUST COMPANY, INC.
ALDERCREST DEVELOPMENT CORP. 401(K)
1300 ENTERPRISE DRIVE
DE PERE WI 541150000
8.12%


DELAWARE HEALTHCARE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
12.72%
DELAWARE MID CAP VALUE FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
7.18%
DELAWARE MID CAP VALUE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.01%
DELAWARE MID CAP VALUE FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
24.57%
DELAWARE MID CAP VALUE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
9.64%
DELAWARE MID CAP VALUE FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
7.16%
DELAWARE MID CAP VALUE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.67%


DELAWARE MID CAP VALUE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
29.57%
DELAWARE MID CAP VALUE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
34.26%
DELAWARE MID CAP VALUE FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
74.64%
DELAWARE MID CAP VALUE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.66%
DELAWARE MID CAP VALUE FUND CLASS RASCENSUS TRUST COMPANY FBO
WABASHA DENTISTRY 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106
20.58%
DELAWARE MID CAP VALUE FUND CLASS RMATRIX TRUST COMPANY AS AGENT FOR
NEWPORT TRUST COMPANY
FRITCHER CONSTRUCTION 401(K) P
LAN
35 IRON POINT CIRCLE
FOLSOM CA 95630
28.42%
DELAWARE MID CAP VALUE FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
JARVIS LAND SURVEY INC 401(K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
6.85%


DELAWARE MID CAP VALUE FUND CLASS RPAI TRUST COMPANY, INC.
OAKLAND LUBRICATION CO 401(K) P/S P
1300 ENTERPRISE DRIVE
DE PERE WI 541150000
35.47%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
12.07%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.79%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.56%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.40%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
6.47%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
32.23%


DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
15.62%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
12.12%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.05%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
14.16%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.11%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
5.12%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS IBAND & CO
C/O US BANK NA
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI  53212-3958
16.15%


DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
50.82%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
6.26%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS RMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
7.71%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
DELASOFT INC 401(K) PROFIT SHARING
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
82.01%
DELAWARE TAX-FREE USA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405
13.01%
DELAWARE TAX-FREE USA FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
11.97%
DELAWARE TAX-FREE USA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
8.58%


DELAWARE TAX-FREE USA FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
7.69%
DELAWARE TAX-FREE USA FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901
5.52%
DELAWARE TAX-FREE USA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
15.97%
DELAWARE TAX-FREE USA FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
12.94%
DELAWARE TAX-FREE USA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
5.74%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS IJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245
12.37%


DELAWARE TAX-FREE USA INTERMEDIATE CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
32.89%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
16.09%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
16.82%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
5.94%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IGOLDMAN SACHS & CO
C/O MUTUAL FUND OPS
295 CHIPETA WAY
SALT LAKE CITY UT  84108
23.88%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
18.64%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.87%


DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.56%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
11.14%
MACQUARIE EMERGING MARKETS PORTFOLIO IIDOUGLAS BESHAROV
5630 WISCONSIN AVE APT 801
CHEVY CHASE MD  20815-4455
6.91%
MACQUARIE EMERGING MARKETS PORTFOLIO IIMARIANO RIVERA
AND CLARA RIVERA JT WROS
425 RIDGEWAY
WHITE PLAINS NY 10605-4205
9.92%
MACQUARIE EMERGING MARKETS PORTFOLIO IISOCIETY OF ST SULPICE FOUNDATION US
INC - ADMINISTRATION & SERVICES
5408 ROLAND AVE
BALTIMORE MD 21210-1988
33.81%
MACQUARIE EMERGING MARKETS PORTFOLIO IISOCIETY OF ST SULPICE FOUNDATION US
INC VESTRY
5408 ROLAND AVE
BALTIMORE MD 21210-1988
9.07%
MACQUARIE EMERGING MARKETS PORTFOLIO IISOCIETY OF ST SULPICE FOUNDATION
US INC - RETIREMENT
5408 ROLAND AVE
BALTIMORE MD  21210-1988
17.64%
MACQUARIE EMERGING MARKETS PORTFOLIO IISOCMA
1400 CRYSTAL DR SUITE 630
ARLINGTON VA 22202-0000
5.55%


MACQUARIE EMERGING MARKETS PORTFOLIO IIST STEPHENS & ST AGNES SCHOOL
FOUNDATION TRUST 1991
400 FONTAINE ST
ALEXANDRIA VA 22302-3700
8.08%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST SUITE 100
WESTWOOD, MA 02090
44.91%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6LINCOLN RETIREMENT SERVICES COMPANY
FBO MACQUARIE HOLDINGS USA INC 401A
PO BOX 7876
FORT WAYNE IN  46801-7876
31.94%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6LINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC EMPLOYEES SAV & 401K
PO BOX 7876
FORT WAYNE IN  46801-7876
15.49%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
5.10%
DELAWARE COVERED CALL STRATEGY FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
6.29%
DELAWARE COVERED CALL STRATEGY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
21.30%


DELAWARE COVERED CALL STRATEGY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
33.55%
DELAWARE COVERED CALL STRATEGY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
38.14%
DELAWARE COVERED CALL STRATEGY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
8.45%
DELAWARE COVERED CALL STRATEGY FUND CLASS IMORI & CO
922 WALNUT ST
MAILSTOP TBTS 2
KANSAS CITY MO 64106
5.82%
DELAWARE COVERED CALL STRATEGY FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.38%
DELAWARE COVERED CALL STRATEGY FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
5.66%
DELAWARE COVERED CALL STRATEGY FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
23.84%


DELAWARE COVERED CALL STRATEGY FUND CLASS R6PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
70.50%
DELAWARE EQUITY INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
19.89%
DELAWARE EQUITY INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
33.00%
DELAWARE EQUITY INCOME FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
9.69%
DELAWARE EQUITY INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.23%
DELAWARE EQUITY INCOME FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.75%
DELAWARE EQUITY INCOME FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
7.29%
DELAWARE EQUITY INCOME FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DR
OAKS PA 19456-9989
22.28%


DELAWARE EQUITY INCOME FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
41.08%
DELAWARE EQUITY INCOME FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
58.92%
DELAWARE GLOBAL EQUITY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
19.57%
DELAWARE GLOBAL EQUITY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
91.74%
DELAWARE GLOBAL EQUITY FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
10.18%
DELAWARE GLOBAL EQUITY FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
8.52%
DELAWARE GLOBAL EQUITY FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202
81.30%


DELAWARE GROWTH AND INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
25.72%
DELAWARE GROWTH AND INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
49.93%
DELAWARE GROWTH AND INCOME FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
10.24%
DELAWARE GROWTH AND INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.05%
DELAWARE GROWTH AND INCOME FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.20%
DELAWARE GROWTH AND INCOME FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
7.13%
DELAWARE GROWTH AND INCOME FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DR
OAKS PA 19456-9989
5.96%


DELAWARE GROWTH AND INCOME FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN: MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
93.63%
DELAWARE GROWTH AND INCOME FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
6.37%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
8.66%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
14.33%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
79.42%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
8.35%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
6.00%


DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
22.65%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
77.35%
DELAWARE TAX-FREE NEW JERSEY FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.64%
DELAWARE TAX-FREE NEW JERSEY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
87.47%
DELAWARE TAX-FREE NEW JERSEY FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086
5.25%
DELAWARE OPPORTUNITY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
23.77%
DELAWARE OPPORTUNITY FUND CLASS ASAMMONS RETIREMENT SOLUTION
4546 CORPORATE DR STE 100
WEST DES MOINES IA 50266-5911
9.72%


DELAWARE OPPORTUNITY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
29.21%
DELAWARE OPPORTUNITY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
34.46%
DELAWARE OPPORTUNITY FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
7.50%
DELAWARE OPPORTUNITY FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
12.56%
DELAWARE OPPORTUNITY FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DR
OAKS PA 19456-9989
10.49%
DELAWARE OPPORTUNITY FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
21.69%
DELAWARE OPPORTUNITY FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
5.69%


DELAWARE OPPORTUNITY FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
YOUNG ARCHITECTURAL, LLC 401K PLAN
717 17TH ST STE 1300
DENVER CO 80202-3304
69.83%
DELAWARE TAX-FREE OREGON FUND CLASS ALPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
5.38%
DELAWARE TAX-FREE OREGON FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
52.39%
DELAWARE TAX-FREE OREGON FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
9.07%
DELAWARE TAX-FREE OREGON FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.62%
DELAWARE TAX-FREE OREGON FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
22.20%
DELAWARE PREMIUM INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
13.08%
DELAWARE PREMIUM INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN: MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
14.90%


DELAWARE PREMIUM INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
49.69%
DELAWARE PREMIUM INCOME FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
19.49%
DELAWARE PREMIUM INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.73%
DELAWARE PREMIUM INCOME FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
69.65%
DELAWARE PREMIUM INCOME FUND CLASS R6PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
30.35%
DELAWARE GROWTH EQUITY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
23.28%


DELAWARE GROWTH EQUITY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
75.80%
DELAWARE GROWTH EQUITY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
8.61%
DELAWARE GROWTH EQUITY FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
8.22%
DELAWARE GROWTH EQUITY FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
69.74%
DELAWARE GROWTH EQUITY FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202
25.77%
DELAWARE TOTAL RETURN FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202
20.26%
DELAWARE TOTAL RETURN FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105
21.81%


DELAWARE TOTAL RETURN FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121
19.00%
DELAWARE TOTAL RETURN FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
5.80%
DELAWARE TOTAL RETURN FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
10.28%
DELAWARE TOTAL RETURN FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713
6.37%
DELAWARE TOTAL RETURN FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DRIVE
OAKS PA 19456
32.65%
DELAWARE TOTAL RETURN FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
25.43%
DELAWARE TOTAL RETURN FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
19.10%


DELAWARE TOTAL RETURN FUND CLASS R6MATRIX TRUST COMPANY AS AGENT FOR
ADVISOR TRUST, INC.
WOOSTER CITY SCHOOL DISTRICT 403(B)
717 17TH STREET, SUITE 1300
DENVER CO 80202
19.89%
DELAWARE TOTAL RETURN FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
YOUNG ARCHITECTURAL, LLC 401K PLAN
717 17TH ST STE 1300
DENVER CO 80202-3304
35.58%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
46.80%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
10.17%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
18.68%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
20.49%
VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
42.52%
VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
15.61%


VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
21.27%
VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
20.60%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
48.11%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
10.56%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
22.12%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
19.21%
VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
68.79%
VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
5.66%


VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
16.01%
VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
9.53%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
21.89%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
22.84%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
19.49%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
23.44%
VIP OPPORTUNITY  STANDARD CLASSMIDLAND NATIONAL LIFE
SEPARATE ACCOUNT C
4350 WESTOWN PKWY
WEST DES MOINES IA 50266-1144
12.34%


VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
26.95%
VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
12.67%
VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
31.40%
VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
28.98%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
69.56%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
7.18%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
14.74%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
8.51%


VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
48.20%
VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
5.13%
VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
12.10%
VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
8.71%
VIP INTERNATIONAL  STANDARD CLASSTIAA CREF LIFE SEPARATE
ACCOUNT VA-1 LIFE INSURANCE CO
8500 ANDREW CARNEGIE BLVD # E3/N6
CHARLOTTE NC 28262-8500
22.26%
VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
13.32%
VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
17.50%
VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
26.00%


VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
42.83%
VIP TOTAL RETURN  SERVICE CLASSMACQUARIE INVESTMENT MANAGEMENT
ADVISERS
ATTN RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
100.00%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005
30.28%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005
11.46%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005
32.12%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005
26.14%
VIP INVESTMENT GRADE  SERVICE CLASSMACQUARIE INVESTMENT MANAGEMENT
ADVISERS
ATTN RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354
100.00%


VIP EMERGING MARKETS SERIES STANDARD CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
80.15%
VIP EMERGING MARKETS SERIES STANDARD CLASSNY LIFE INSURANCE & ANNUITY CORP
169 LACKAWANNA AVE
PARSIPPANY NJ  07054-1007
5.07%
VIP EMERGING MARKETS SERIES STANDARD CLASSTALCOTT RESOLUTION LIFE
INSURANCE COMPANY
PO BOX 5051
HARTFORD CT  06102
9.59%
VIP EMERGING MARKETS SERIES SERVICE CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
85.90%
VIP SMALL CAP VALUE SERIES STANDARD CLASSBRIGHTHOUSE LIFE INSURANCE CO
ATTN: SHAREHOLDER ACCOUNTING DEPT
1 CITY PL
HARTFORD CT 06103-3432
7.01%
VIP SMALL CAP VALUE SERIES STANDARD CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
61.78%
VIP SMALL CAP VALUE SERIES STANDARD CLASSNY LIFE INSURANCE & ANNUITY CORP
169 LACKAWANNA AVE
PARSIPPANY NJ  07054-1007
9.45%
VIP SMALL CAP VALUE SERIES STANDARD CLASSTIAA CREF LIFE SEPARATE
ACCOUNT VA-1 LIFE INSURANCE CO
8500 ANDREW CARNEGIE BLVD # E3/N6
CHARLOTTE NC 28262-8500
7.35%


VIP SMALL CAP VALUE SERIES SERVICE CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
70.33%
VIP SMALL CAP VALUE SERIES SERVICE CLASSNATIONWIDE LIFE INSURANCE COMPANY
NWVAII
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029
7.39%
VIP SMALL CAP VALUE SERIES SERVICE CLASSNY LIFE INSURANCE & ANNUITY CORP
169 LACKAWANNA AVE
PARSIPPANY NJ  07054-1007
5.09%
VIP INTERNATIONAL SERVICE CLASSGREAT-WEST LIFE & ANNUITY
FBO COLI VUL
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111
28.27%
VIP INTERNATIONAL SERVICE CLASSGREAT-WEST LIFE & ANNUITY
FBO VARIABLE ANNUITY SMARTTRACK
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111
64.18%
OPTIMUM LARGE CAP GROWTH FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
93.01%
OPTIMUM LARGE CAP GROWTH FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
93.61%
OPTIMUM LARGE CAP GROWTH FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
97.40%


OPTIMUM LARGE CAP VALUE FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
94.11%
OPTIMUM LARGE CAP VALUE FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
94.86%
OPTIMUM LARGE CAP VALUE FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
97.96%
OPTIMUM SMALL-MID CAP GROWTH FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
92.71%
OPTIMUM SMALL-MID CAP GROWTH FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
92.97%
OPTIMUM SMALL-MID CAP GROWTH FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
97.67%
OPTIMUM SMALL-MID CAP VALUE FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
95.66%
OPTIMUM SMALL-MID CAP VALUE FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
95.47%


OPTIMUM SMALL-MID CAP VALUE FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
98.45%
OPTIMUM INTERNATIONAL FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
95.72%
OPTIMUM INTERNATIONAL FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
95.17%
OPTIMUM INTERNATIONAL FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
98.54%
OPTIMUM FIXED INCOME FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
96.17%
OPTIMUM FIXED INCOME FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
96.68%
OPTIMUM FIXED INCOME FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121
98.75%

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(iv)

is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted and reasonably practicable in the circumstances);

(v)

is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days’ written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or

(vi)

has been or is independently developed or obtained by the receiving party.

The Sub-Adviser shall not disclose any “nonpublic personal information” (as such term is defined in Regulation S-P, including any amendments thereto) pertaining to the customers (as such term is defined in Regulation S-P, including any amendments thereto) of a Trust to any third party or use such information other than for the purpose of providing the services contemplated by this Agreement.

10. The Sub-Adviser represents, warrants and agrees that:

(a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Investment Manager of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify the Funds and the Investment Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund, provided, however, that routine regulatory examinations that do not specifically relate to a Fund or a Trust shall not be required to be reported by this provision.

(b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and 204A-1 under the Advisers Act and will provide the Investment Manager and the


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Board with a copy of such policies and procedures and code of ethics, together with evidence of its adoption. In accordance with




APPENDIX F
TRUSTEE COMPENSATION

The following table sets forth the requirements of Rule 17j-l, the Sub-Adviser shall certifyaggregate compensation paid to the Investment Manager that the Sub-Adviser has complied in all material respects with the requirements of Rule 17j-l during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its employees or its agents all information requiredeach current Independent Trustee by Rule 17j-l(c)(l) relating to the approval by the Board of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement.

(c) The Sub-Adviser has provided the Trust and the Investment Manager with a copy of its Form ADV at least forty-eight (48) hours prior to execution of this Agreement, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust and the Investment Manager at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.

(d) The Sub-Adviser will notify each Trust and the Investment Managertotal compensation received from the Delaware Funds by Macquarie for which he or she served as an Independent Trustee for the 12-month period designated below.  Messrs. Dobbs and Harroz and Ms. Lawrence did not serve as a Trustee of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Investment Manager, or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of each Fund, if any, arising out of an assignment of this Agreement by the Sub-Adviser or change in control of the Sub-Adviser so long as the assignment is not by or with respect to the Investment Manager.

(e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage as shall be reasonably necessary in light of its obligations under this Agreement.

11. The Investment Manager will notify the Sub-Adviser of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Sub-Adviser, or change of control of the Investment Manager, as applicable.

12. The Sub-Adviser has implemented policies and procedures designed to prevent the disclosure by the Sub-Adviser, its employees or agents of each Fund’s portfolio holdings to any person or entity other than the Investment Manager, the Trust’s custodian, or other persons expressly designated by the Investment Manager.


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13. This Agreement shall extend to and bind the successors of the parties hereto. Nothing in this Agreement, express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture.

14. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. All written notices, requests or other communications to any party hereunder shall be given to the following addresses and telecopy numbers, or such other address and telecopy number communicated to the other parties from time to time:

If to the Sub Adviser:
[insert address]

If to the Investment Manager or the Fund:General Counsel
2005 Market Street
Philadelphia, PA 19103

16. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person,” and “assignment” shall have the meanings given them in the 1940 Act, subject, however to such exemptions as may be granted by the SEC and its staff under the 1940 Act.

17. If by reason of (a) market movements; (b) contributions to or withdrawals from the Portfolio; (c) a change in the nature of any investment (whether through change in business activity or credit rating); or (d) circumstances beyond the reasonable control of the Sub-Adviser, a Fund ceases to comply with any document or instruction referred to in clause 1(d), the Sub-Adviser must remedy the non-compliance as soon as practicable after the Sub-Adviser becomes aware of the non-compliance. If remedied in accordance with this clause, the non-compliance will not constitute a breach of the Agreement.

18. The Investment Manager and Trust acknowledge that the Sub-Adviser will manage each Fund on a pre-tax basis and is not required to take into account a Fund’s tax position in managing the Fund.

19. A party will not be liable to the other for any failure, interruption or delay in performance of their respective obligations to the extent such failure, interruption or delay is caused by (a) a breakdown, failure or malfunction of any telecommunications or computer service or system which has been set up and maintained by a party in


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accordance with the requirements of this Agreement; (b) the closure or suspension of any market relevant to a party’s obligations under this Agreement; or (c) any fire, explosion, flood, earthquake, peril of the sea, strike or lockout, embargo, civil commotions, riots, wars, weather, governmental laws, orders or restrictions, national or regional emergencies, strikes, labour stoppages or slowdowns or other industrial disturbances, shortage of adequate power, materials or transportation facilities or any similar cause beyond a party’s reasonable control.

20. The Investment Manager acknowledges that the Sub-Adviser is a member of the Macquarie Group Limited group of companies (“Macquarie Group”) and that such group is a diversified provider of financial and investment services, engaging in a broad range of activities including securities underwriting, sales and trading, investment banking, lending, financial advisory services, investment research, asset management and other activities. The Sub-Adviser generally has no control over these activities. As a result, the Investment Manager acknowledges that from time to time the Sub-Adviser’s investment activities may be restricted, for example due to regulatory constraints applicable to the Macquarie Group, and/or its internal policies designed to comply with such constraints. Without limitation, this includes circumstances where an acquisition of securities would cause the Macquarie Group’s aggregated holdings in a company to exceed applicable takeover thresholds. In addition, where, due to such restrictions, there is limited capacity to acquire particular securities, a Fund will not have priority over any member of, or any other fund or clients associated with, the Macquarie Group to acquire those securities, however the Sub-Adviser will allocate available securities amongst funds and clients (including the Funds) in a fair and equitable manner.

21. Subject to the Investment Company Act of 1940, as amended, and its rules and regulations and in accordance with the Fund’s compliance policies and procedures, the Sub-Adviser may ‘cross securities’ where one or more of the client accounts or pooled funds managed by the Sub-Adviser or a related body corporate of the Sub-Adviser (“Sub-Adviser Accounts”) either (a) have demand for assets contained in a Fund; or (b) have available for sale assets which the Sub-Adviser wishes to be contained in the Fund. A ‘crossing of securities’ may occur by the Sub-Adviser making an offer to purchase specific assets from a Fund or making an offer to sell to the Fund specific assets. Neither the Sub-Adviser nor its related body corporate may charge transaction fees with respect to the trade between the Fund and a Manager Account pursuant to this clause.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of ____ [___], 201_.

DELAWAREMacquarie Investment
MANAGEMENTManagement Business Trust
COMPANY, a series of
By
Name:
Title:
EXECUTEDbyMACQUARIE)
INVESTMENT MANAGEMENT  )
EUROPE LIMITED)
)
)
)
Date
Signature of attorney
Signature of attorney
Name of attorney
Name of attorney

Agreed to and accepted as of the day and year first above written:

[REGISTRANT]
By
Name: 
Title:

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EXHIBIT A
FEE SCHEDULE

FUNDINVESTMENT MANAGEMENT FEE
All Funds0

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EXHIBIT A
FUNDS

Delaware Group®Adviser Funds
Delaware Diversified Income Fund

Delaware Group Cash Reserve
Delaware Investments Ultrashort Fund

Delaware Group Equity Funds V
Delaware Wealth Builder Fund

Delaware Group Foundation Funds®
Delaware Foundation Conservative Allocation Fund
Delaware Foundation Growth Allocation Fund
Delaware Foundation Moderate Allocation Fund

Delaware Group Government Fund
Delaware Emerging Markets Debt Fund
Delaware Strategic Income Fund

Delaware Group Income Funds
Delaware Corporate Bond Fund
Delaware Extended Duration Bond Fund
Delaware Floating Rate Fund
Delaware High Yield Opportunities Fund

Delaware Group Limited Term Government Funds
Delaware Limited Term Diversified Income Fund

Delaware Pooled®Trust
Macquarie Core Plus Bond Portfolio
Macquarie High Yield Bond Portfolio

Delaware VIP Trust
Delaware VIP Diversified Income Series
Delaware VIP High Yield Series
Delaware VIP Limited Term Diversified Income Series


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APPENDIX B – FORM OF SUB-ADVISORY AGREEMENT BETWEEN
DMC AND MIMGL

AGREEMENTmade by and betweenDELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (the “Investment Manager”), andMACQUARIE INVESTMENT MANAGEMENT GLOBAL LIMITED(the “Sub-Adviser’’).

WITNESSETH:

WHEREAS,each of the funds listed on Exhibit B (each, a “Fund,” and collectively, the “Funds”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as a statutory trust under the laws of the State of Delaware (the “Trust”);

WHEREAS,each Fund is a series of a trust as listed on Exhibit B (each, a “Trust,” and collectively, the “Trusts”);

WHEREAS,the Investment Manager and each Trust, on behalf of its Fund(s), have entered into an investment management agreement (the “Investment Management Agreement”) whereby the Investment Manager will provide investment advisory services to each Trust with respect to the Fund(s);

WHEREAS,the Investment Manager has the authority under the Investment Management Agreement to retain one or more sub-advisers to assist the Investment Manager in providing investment advisory services to each Trust with respect to the Fund(s);

WHEREAS,the Investment Manager and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment advisory services; and

WHEREAS,the Board of Trustees (the “Board”) of the Trust(s) and the Investment Manager desire that the Investment Manager retain the Sub-Adviser to render investment advisory and other services with respect to the Funds in the manner, for the period, and on the terms hereinafter set forth.

NOW, THEREFORE,in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1. (a) The Sub-Adviser will supervise and direct the investments of the assets of each Fund in accordance with that Fund’s investment objectives, policies, and restrictions as provided in its Prospectus (“Prospectus”) and Statement of Additional Information


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(“SAI”), as currently in effect and as amended or supplemented from time to time, and such other limitations as the Fund may impose by notice in writing to the Sub-Adviser in accordance with the clause 1(d), subject always to the supervision and control of the Investment Manager and the Board.

(b) As part of the services it will provide hereunder, the Sub-Adviser is authorized, in its discretion and without prior consultation with a Fund or the Investment Manager to:

(i)

obtain and evaluate information relating to investment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Fund or that are under consideration for inclusion in the Fund and invest the Fund in accordance with the Investment Manager’s and the Board’s written direction as more fully set forth herein and as otherwise directed;

(ii)regularly make decisions as to what securities to purchase and sell on behalf of the Fund, effect the purchase and sale of such investments in furtherance of the Fund’s objectives and policies, and furnish the Board with such information and reports within the Sub-Adviser’s possession and control regarding the Sub-Adviser’s activities in the performance of its duties and obligations under this Agreement as the Investment Manager reasonably deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trust may reasonably require in order to comply with applicable international, federal and state laws and regulations and Trust policies and procedures;
(iii)provide any and all material composite or other performance information, records and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate and subject to any obligation of confidentiality, that are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser’s prior performance in similar strategies in the Fund’s currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials prepared by the Fund or its agent to which the Sub-Adviser has consented;

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(iv)provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Fund when market quotations are not readily available for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board;
(v)

vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Fund, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Fund in order to comply with any applicable federal or state reporting requirements;

(vi)

provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agents in conducting ongoing due diligence and performance monitoring, subject to any obligation of confidentiality; and

(vii)

maintain all accounts, books, and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act and the rules thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records that it maintains for the Fund and that are required to be maintained by Rule 31a-l under the 1940 Act. The Sub-Adviser shall furnish to the Investment Manager copies of all such accounts, books, and records as the Investment Manager may reasonably request. The Sub-Adviser agrees that such accounts, books, and records are the property of the Trust, and will be surrendered to the Trust promptly upon request, with the understanding that the Sub-Adviser may retain its own copy of all records.

(c) Subject to sub-clause 1(e), in furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of each Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are applicable to the Fund and notified to the Sub-Adviser; (ii) provisions of each Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicable to a Fund and notified to the Sub-Adviser; (iii) each Fund’s Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and all other international, federal and state securities laws or regulations applicable to each Trust and each Fund; (v) each Trust’s compliance policies and procedures and other policies and procedures adopted from time to time by the Board applicable


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to the Funds and notified to the Sub-Adviser; and (vi) the written instructions of the Investment Manager. The Sub-Adviser will promptly inform the Investment Manager if it is unable to comply with the notified modification, amendment, supplement, policy procedure or written instruction (together, “Instruction”), and the Sub-Adviser must promptly seek to clarify such Instruction with the Investment Manager. If an Instruction is inconsistent with the Fund’s Prospectus or, in the Sub-Adviser’s opinion, ambiguous or unclear in any respect, the Sub-Adviser must promptly clarify the Instruction with the Investment Manager and the Instruction will not operate until it has been clarified.

(d) The Investment Manager agrees to provide the Sub-Adviser with current copies of the documents mentioned in paragraph l(d)(i), (ii), (iii) and (v) above and all changes made to such documents at, or if practicable, before the time such changes become effective, and the Investment Manager acknowledges and agrees that the Sub-Adviser shall not be responsible for compliance with such documents or amendments unless and until a reasonable time after they are received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper instructions reasonably believed by it to be genuine and signed or communicated by or on behalf of the Investment Manager or a Fund.

(e) In order to assist each Trust and the Trust’s chief compliance officer (the “Trust CCO”) and the Investment Manager and the Investment Manager’s Chief Compliance Officer (the “IM CCO”) in satisfying the requirements contained in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act,respectively, the Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) and its officers and employees, as reasonably requested by the Trust CCO and/or IM CCO; (ii) quarterly reports reasonably required by the Investment Manager confirming that the Sub-Adviser has complied with the Trust’s Compliance Procedures in managing the Fund to the extent those Compliance Procedures directly relate to the Sub-Adviser’s services under this Agreement; and (iii) quarterly certifications with respect to Material Compliance Matters (as that term is defined in Rule 38a-1(e)(2) under the 1940 Act) related to the Sub-Adviser’s management of a Fund.

The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with copies and summaries of: (i) the Sub-Adviser’s policies and procedures for compliance by the Sub-Adviser with the federal securities laws and to prevent violation of the Advisers Act (together, the “Sub-Adviser Compliance Procedures”); and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO and IM CCO so as to facilitate the Trust CCO’s and IM CCO’s performance of their respective responsibilities under Rule 38a-1 and Rule 206(4)-7, including to review, evaluate and report to the Board on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to


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the Trust CCO and IM CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Fund. The Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested from time to time, access to examine and review the Sub-Adviser’s Compliance Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Fund; and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Fund. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the federal securities laws, including the conduct and results of our annual review for adequacy and effectiveness.

(f) The Sub-Adviser shall provide reasonable assistance to each Fund in the preparation of the Trust’s registration statements, the Prospectuses and SAIs, shareholder reports and other regulatory filings, or any amendment or supplement thereto (collectively, “Regulatory Filings”) as may relate to a Fund, and shall provide each Fund with information in its possession and control and reasonably requested by the Investment Manager for use in the Fund’s Regulatory Filings, including, without limitation, information related to the Sub-Adviser’s investment management personnel, portfolio manager compensation, investment management strategies and techniques, and proxy voting policies. The Sub-Adviser shall provide such certifications regarding the Fund as the Trust’s officers may reasonably request for purposes of the preparation of any Regulatory Filings.

(g) The Sub-Adviser hereby agrees during the period hereinafter set forth to render the servicesmost recently completed fiscal year and assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized herein or otherwise, have no authority to act for or represent a Trust, a Fund or the Investment Manager in any way, or in any way be deemed an agent of the Trust, the Fund or the Investment Manager. Notwithstanding the foregoing, the Investment Manager appoints the Sub-Adviser as agent of each Fund to provide investment advisory services to such Fund on the terms contained in this Agreement and the Sub-Adviser accepts this appointment. For the avoidance of doubt, Sub-Adviser may, as agent, instruct and place trades, respond to corporate actions, execute Fund documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with providing advisory services to the Fund; provided that Sub-Adviser must seek prior written approval from the Investment Manager before entering into any derivatives agreements for a Fund.


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(h) The Sub-Adviser may perform its services through its employees, officers or agents, and the Investment Manager shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in each Fund’s Prospectus shall perform the portfolio management duties described therein until the Sub-Adviser notifies the Investment Manager that one or more other affiliates, employees, officers or agents identified in such notice shall assume such duties as of a specific date.

(i) The Investment Manager shall provide (or use its reasonable endeavors to cause to be provided) timely information to the Sub-Adviser regarding such matters as the cash requirements and cash available for investment in a Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities under this Agreement.

2. (a) Under the terms of the Investment Management Agreement, each Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance and repurchase of shares; preparation of share certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; transfer agency expenses; pricing service expenses; expenses relating to tax services; brokerage commissions; custodian fees; legal and accounting fees; taxes; interest; federal securities law filing expenses; and federal and state registration fees. The Sub-Adviser shall not be obligated to pay any expenses of the Investment Manager, a Trust or a Fund unless expressly assumed by the Sub-Adviser pursuant to this Agreement or otherwise agreed to in writing.

(b) Directors, members, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds that have employed the Sub-Adviser as sub-adviser or investment manager. Directors, members, officers and employees of the Sub-Adviser who are Trustees, officers and/or employees of each Trust, shalltherefore did not receive any compensation from such Trust for acting in such dual capacity.

3. (a) the Trusts. Only the Independent Trustees received compensation from the Trusts.

 JeromeThomas L.
Bennett
Anne D.Joseph W.John A.LucindaFrances A. Sevilla-Thomas K.ChristiannaJanet L.
TrustAbernathy(Chair)BorowiecChowFryLandreth*SacasaWhitfordWoodYeomans
Delaware Group® Adviser Funds
(FYE 10/31/2020)
$33,277$44,406$32,101$30,775$30,807$30,638$32,937$34,661$33,140$32,937
Delaware Group Cash Reserve
(FYE 3/31/2021)
$467$618$443$429$437$347$465$483$467$455
Delaware Group Equity Funds I
(FYE 10/31/2020)
$406$537$384$367$376$367$400$424$405$400
Delaware Group Equity Funds II
(FYE 11/30/2020)
$62,860$82,590$59,397$56,224$58,016$56,224$61,710$65,173$62,860$61,710
Delaware Group Equity Funds IV
(FYE 9/30/2020)
$47,612$35,038$34,003$32,654$33,106$33,024$34,793$37,060$35,408$34,793
Delaware Group Equity Funds IV
(FYE 3/31/2021)
$27,210$35,845$25,694$25,003$25,425$19,195$27,009$28,008$27,120$26,307
Delaware Group Equity Funds V
(FYE 11/30/2020)
$51,621$67,462$48,736$46,015$47,363$46,015$50,423$53,309$51,621$50,423
Delaware Group Foundation Funds (FYE 3/31/2021)
$1,346$1,776$1,274$1,232$1,256$1,011$1,336$1,393$1,346$1,309
Delaware Group Global & International Funds
(FYE 11/30/2020)
$30,677$40,080$28,976$27,360$28,139$27,360$29,981$31,682$30,677$29,981
Delaware Group Government Fund (FYE 7/31/2021)
$600$838$605$589$579$594$609$631$596$619
Delaware Group Income Funds
(FYE 7/31/2021)
$10,759$15,011$10,863$10,557$10,376$10,649$10,920$11,298$10,682$11,089
           
Delaware Group Limited-Term Government Funds
(FYE 12/31/2020)
$2,428$3,185$2,300$2,173$2,233$2,173$2,383$2,511$2,428$2,383
Delaware Group State Tax-Free Income Trust (FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837


Delaware Group Tax-Free Fund
(FYE 8/31/2021)
$14,365$19,482$13,265$14,001$13,804$5,697$14,293$14,537$14,365$14,217
Delaware Pooled® Trust
(FYE 10/31/2020)
$4,855$6,501$4,697$4,505$4,506$4,483$4,810$5,055$4,834$4,810
Delaware VIP® Trust
(FYE 12/31/2020)
$54,853$66,556$49,673$46,937$48,281$46,937$51,478$54,338$52,535$51,475
Voyageur Insured Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Intermediate Tax Free Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Mutual Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Mutual Funds II
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Mutual Funds III
(FYE 10/31/2020)
$1,645$2,189$1,583$1,516$1,520$1,510$1,624$1,712$1,638$1,624
Voyageur Tax Free Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
  
*Ms. Landreth, a former Trustee, received compensation from the Trust prior to her death on Jan. 31, 2021.



APPENDIX G

FEES FOR AUDIT AND OTHER SERVICES

The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser may combine orders for a Fund with orders for other accounts or funds under management. Transactions involving combined orders are allocated in a manner deemed equitable to each account. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactionsfollowing table shows, for each Fund (i)Trust:


Audit Fees. The audit fees category are those fees associated with the audit of each Trust’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements and registration consents.  All of the audit services for the fiscal years indicated for each Trust were approved by the Audit Committee in accordance with any writtenits pre-approval policies practices or procedures that may be established by


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the Board or the Investment Manager from time to time and providedprocedures.

Audit-Related Fees. Audit-related fees refer to the Sub-Adviser,assurance and (ii) as described inrelated services by the independent public accounting firm that Fund’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for a Fund the Sub-Adviser shall use its reasonable endeavors to obtain for the Fund “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.

(b) Subjectare reasonably related to the appropriate policies and procedures approved by the Board and provided to the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), cause each Fund to pay a broker or dealer that provides brokerage or research services to any of the Investment Manager, the Sub-Adviser or the Fund an amount of commission for effecting a Fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage and research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to its clients for which the Investment Manager or the Sub-Adviser exercises investment discretion. To the extent authorized by Section 28(e) and the Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

Subject to applicable law and regulations, including Section 17(e) of the 1940 Act and Rule 17e-l thereunder, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for each Fund with brokers or dealers that are affiliated with the Sub-Adviser. Any entity or person associated with the Investment Manager or the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund to the extent and as permitted by Section 11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T) thereunder.

4. As compensation for the services to be rendered to the Trust for the benefitperformance of each Fund by the Sub-AdviserTrust’s annual financial statements and are not otherwise included under the provisions of this Agreement, the Investment Manager shall pay“audit fees” category.

Tax Fees.  Tax fees refer to the Sub-Adviser the fees at the rates provided in Exhibit A attached hereto. The compensation payable to the Sub-Adviser for itsprofessional services hereunder shall be paid at the end of each calendar quarter (within 30 days of receipt by the Investment Manager of an invoice from the Sub-Adviser) based upon the average daily net assets of each Fund during the preceding quarter. The fee payable for the quarter shall be accrued daily based on 365/366 year. The Investment Manager will procure that the Fund’s quarterly net asset value calculation for the preceding quarter is provided to the Sub-Adviser within a reasonable time at the beginning


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of each quarter to allow the Sub-Adviser sufficient time to prepare an invoice each quarter. If this Agreement becomes effective or terminates before the end of any quarter, the sub-advisory fee for the period shall be prorated accordingly.

5. The services to be rendered by the Sub-Adviserregistered principal accounting firm for tax compliance, tax advice and tax planning.

All Other Fees. All other fees refer to afees related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services.



TrustAudit FeesAudit-Related FeesTax FeesAll Other Fees
Delaware Group Adviser Funds
10/31/19
10/31/20
 
$115,560
$79,310
 
-
-

$17,310
$10,700
 
-
-
Delaware Group Cash Reserve
3/31/20
3/31/21

$33,140
$32,380
 
-
-

$6,500
$6,500
 
-
-
Delaware Group Equity Funds I
10/31/19
10/31/20

$31,090
$30,330
-
-

$4,850
$4,850
 
-
-
Delaware Group Equity Funds II
11/30/19
11/30/20

$31,670
$30,910
-
-

$4,850
$4,850
 
-
-
Delaware Group Equity Funds IV
9/30/20

$567,680
 
-

$96,510
 
-
Delaware Group Equity Funds IV
3/31/20
3/31/21
 
$90,050
$87,770
 
-
-

$16,500
$16,500
 -
-



Delaware Group Equity Funds V
11/30/19
11/30/20

$103,940
$101,660

-
-


$17,310
-
-
Delaware Group Foundation Funds
3/31/20
3/31/21

$49,240
$48,480
-
-

$6,501
$6,501
-
-
Delaware Group Global & International Funds
11/30/19
11/30/20

$128,880
$94,380
-
-


$26,440
19,830

-
-
Delaware Group Government Fund
7/31/20
7/31/21

$90,870
$81,783
-


$13,000
$13,000
-
-
Delaware Group Income Funds
7/31/20
7/31/21

$172,640
$155,376
-
-

$26,000
$26,000
-
-
Delaware Group Limited-Term Government Funds
12/31/19
12/31/20


$360,490
$126,340
-
-


$38,080
$17,500
-
-
Delaware Group State Tax-Free Income Trust
8/31/19
8/31/20
$40,400
$36,640
-
-
$5,500
$5,500
-
-
Delaware Group Tax-Free Fund
8/31/19
8/31/20
$81,840
$80,320
-
-
$11,000
$11,000
-
-
Delaware Pooled Trust
10/31/19
10/31/20

$237,130
$231,810
-
-
$41,230
$41,230
-
-
Delaware VIP Trust
12/31/19
12/31/20
$921,410
$662,180

-
-

$103,000
$87,780
-
-
Voyageur Insured Funds
8/31/19
8/31/20
$40,400
$39,640
-
-
$5,500
$5,500
-
-
Voyageur Intermediate Tax-Free Funds
8/31/19
8/31/20
$40,400
$39,640
-
-
$5,500
$5,500
-
-
Voyageur Mutual Funds
8/31/19
8/31/20
$202,530
$198,720
-
-
$27,500
$27,500
-
-


Voyageur Mutual Funds II
8/31/19
8/31/20

$40,400
$39,640
-
-
$5,500
$5,500
-
-
Voyageur Mutual Funds III
10/31/19
10/31/20
$31,630
$30,870
-
-

$4,850
$4,850
-
-
Voyageur Tax Free Funds
8/31/19
8/31/20
$40,400
$39,640
-
-

$5,500
$5,500
-
-


Pre-Approval Process
Pre-approval procedures for the benefitengagement of the Fund[s] under the provisions of this Agreement areAuditors to provide any Fund Services not exclusive, and the Sub-Adviserlisted on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be freeas follows:
a brief written request shall be prepared detailing the proposed engagement with an explanation as to render similar or different serviceswhy the work is proposed to others so long as its ability to renderbe performed by the services provided for in this Agreement shall notAuditors (e.g., particular expertise, timing, etc.);
the request should be materially impaired thereby.

6. (a) Subjectaddressed to the limitation set forthAudit Committee with copies to the Funds’ Chief Financial Officer and Chief Legal Officer;

if time reasonably permits, the request shall be included in Paragraph 5, the Sub-Adviser, its directors, officers, employees, agents,meeting materials for the upcoming Audit Committee meeting when the Committee will consider the proposed engagement and shareholders may engage in other businesses, may render investment advisory services to other investment companies,approve or to any other corporation, association, firm or individual, and may render underwriting services to a Trust or to any other investment company, corporation, association, firm or individual.

(b) Neitherdeny the Investment Manager, a Trust nor a Fund shall userequest;

should the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s)request require more immediate action, the written request should be e-mailed, faxed or otherwise referdelivered to the Sub-Adviser in any materials relatedAudit Committee Chairperson, with copies to the Trust or the Fund distributed to third parties, including the Fund’s shareholders, without prior reviewFunds’ Chief Financial Officer and written approval by the Sub-Adviser, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Investment Manager, the Trust and the Fund, shall, to the extent applicable and as soon as is reasonably possible, cease to use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) in materials related to a Fund.

(c)Chief Legal Officer.  The Sub-Adviser shall not use the Investment Manager’s name (or that of any subsidiary of Macquarie Management Holdings, Inc. (“MMHI”)) or otherwise refer to the Investment Manager or any subsidiary of MMHI in any materials related to a Trust or a Fund distributed to third parties, including the Fund’s shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon as is reasonably possible, cease to use the actual or fictitious name(s), mark(s), derivative(s) and/or logo(s)Chairperson of the Trust andAudit Committee may approve or deny the Fund, exceptrequest on behalf of the Audit Committee, or, in the Chairperson's discretion, determine to call a special meeting of the Audit Committee for the purpose of describing prior clients or prior performanceconsidering the proposal.  Should the Chairperson of the Sub-Adviser,Audit Committee be unavailable, a designated member of the Audit Committee, as permitteddetermined by the Advisers Act or other applicable requirements.

(d) This Section 6 applies solely to materials related to each Fund and each Trust only, and not to other products or relationships between the Sub-Adviser and the Investment Manager.


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7. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of its dutiesAudit Committee, may serve as Sub-Adviser to a Trust on behalf of a Fund, neither the Sub-Adviser nor any of its affiliates nor any of its or their controlling persons, members, officers, directors, employees or agents (collectively, “Sub-Adviser Related Persons”) shall be liable to the Trust, the Fund, the Investment Manager or any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by any reason of any act or omission of any bank, broker, the custodian bank or any administrator or trustee whether appointed on behalf of the Investment Manager, the Fund or the Trust. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable law, including applicable U.S. state and federal securities laws, ERISA or any rules or regulations adopted under any of those laws.

(b) The Investment Manager shall indemnify Sub-Adviser Related Persons to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees (collectively “Losses”), incurred by the Sub-Adviser or Sub-Adviser Related Persons arising from or in connection with this Agreement or the performance by the Sub-Adviser or Sub-Adviser Related Persons of its or their duties hereunder so long as such Losses arise out of the Investment Manager’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in any Trust’s Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or a Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statements or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (b) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Sub-Adviser or a Sub-Adviser Related Person in the performance of any of its duties under, or in connection with, this Agreement.


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(c) The Sub-Adviser shall indemnify the Investment Manager and its affiliates and its or their controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (collectively “Investment Manager Related Persons”) to the fullest extent permitted by law against any and all Losses incurred by the Investment Manager or Investment Manager Related Persons arising from or in connection with this Agreement or the performance by the Investment Manager or Investment Manager Related Persons of its or their duties hereunder so long as such Losses arise out of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in any Trust’s Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or a Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statement or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (c) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Investment Manager or an Investment Manager Related Person in the performance of any of its duties under, or in connection with, this Agreement.

(d) Notwithstanding anything to the contrary in this Agreement, neither party is liable to the other party for consequential loss. For the purposes of this Agreement, ‘consequential loss’ includes loss or profits, loss of revenue, loss or denial of opportunity, loss of or damage to access to markets, loss of anticipated savings, loss of or damage to goodwill, loss of or damage to business reputation, future reputation, and publicity, any indirect, remote abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement.

8. (a) This Agreement shall be executed and become effective as of the date written below;provided,however, that this Agreement shall not become effective with respect to a Fund unless it has first been approved with respect to the Fund in the manner required by the 1940 Act and the rules thereunder or in accordance with exemptive or other relief granted by the U.S. Securities and Exchange Commission (the “SEC”) or its staff. This Agreement shall continue in effect with respect to a Fund for a period of two (2) years and may be renewed thereafter with respect to a Fund only so long as such renewal and continuance with respect to the Fund is specifically approved at least annually by the applicable Board or by the vote of a majority of the outstanding voting securities of the Fund and only if the terms and


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the renewal hereof have been approved by the vote of a majority of those Trustees of the Trust who are not parties hereto or “interested persons” of the Trust, the Fund, or any party hereto, cast in person at a meeting calledalternate for the purpose of voting on such approval.

(b) This Agreement may be amended only by written agreementapproving or denying the request.

Scope of Procedures
These Procedures shall apply to both direct and indirect engagements of the Investment Manager andAuditors.  Indirect engagements are situations where the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunderAuditors are engaged to provide Fund Services or any applicable exemptive order.

(c) This Agreement may be terminated with respect to a Fund (i) by the Investment Manager at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Investment Manager’s intention to do so and (ii)Fund-Related Adviser Services by a Trust with respect to the Fund(s) in the Trust at any time, without the payment of a penalty, on 60 days’ written notice to the Sub- Adviser of the Trust’s intention to do so pursuant to action by the Board or pursuant to the vote of a majority of the outstanding voting securities of a Fund. The Sub-Adviser may terminate this Agreement with respect to a Fund at any time, without the payment of a penalty, on 60 days’ written notice to the Investment Manager and the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for (i) any obligation arising out of or relating to a breach of this Agreement committed prior to such termination, (ii) the obligation of the Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof prorated to the date of termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act) or upon the termination of an Investment Management Agreement.

9. Any information and advice furnished by either party to this Agreement to the other party shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it:

(i)

is already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party);

(ii)

is or becomes publicly known or available through no wrongful act of the receiving party;

(iii)

is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;


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(iv)

is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted and reasonably practicable in the circumstances);

(v)

is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days’ written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or

(vi)

has been or is independently developed or obtained by the receiving party.

The Sub-Adviser shall not disclose any “nonpublic personal information” (as such term is defined in Regulation S-P, including any amendments thereto) pertaining to the customers (as such term is defined in Regulation S-P, including any amendments thereto) of a Trust to any third party or use such information other than for the purpose of providing the services contemplated by this Agreement.

10. The Sub-Adviser represents, warrants and agrees that:

(a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Investment Manager of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify the Funds and the Investment Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund, provided, however, that routine regulatory examinations that do not specifically relateservice provider to a Fund or a Trust shall not be required to be reported by this provision.

(b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying withAdviser entity at an Adviser entity's explicit or implicit direction or recommendation (e.g., the requirements of Rule 17j-l under the 1940 Act and 204A-1 under the Advisers Act and will provide the Investment Manager and the


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Board with a copy of such policies and procedures and code of ethics, together with evidence of its adoption. In accordance with the requirements of Rule 17j-l, the Sub-Adviser shall certify to the Investment Manager that the Sub-Adviser has complied in all material respects with the requirements of Rule 17j-l during the previous year and that there has been no material violationengagement of the Sub-Adviser’s code of ethicsAuditors by counsel to an Adviser entity to provide services relating to the services the Sub-Adviser performs under this Agreement or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its employees or its agents all information required by Rule 17j-l(c)(l) relating to the approval by the Board of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement.

(c) The Sub-Adviser has provided the Trust and the Investment Manager with a copy of its Form ADV at least forty-eight (48) hours prior to execution of this Agreement, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust and the Investment Manager at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.

(d) The Sub-Adviser will notify each Trust and the Investment Manager of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Investment Manager, or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of each Fund, if any, arising out of an assignment of this Agreement by the Sub-Adviser or change in control of the Sub-Adviser so long as the assignment is not by or with respect to the Investment Manager.

(e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage as shall be reasonably necessary in light of its obligations under this Agreement.

11. The Investment Manager will notify the Sub-Adviser of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Sub-Adviser, or change of control of the Investment Manager, as applicable.

12. The Sub-Adviser has implemented policies and procedures designed to prevent the disclosure by the Sub-Adviser, its employees or agents of each Fund’s portfolio holdings to any person or entity other than the Investment Manager, the Trust’s custodian, or other persons expressly designated by the Investment Manager.


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13. This Agreement shall extend to and bind the successors of the parties hereto. Nothing in this Agreement, express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture.

14. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. All written notices, requests or other communications to any party hereunder shall be given to the following addresses and telecopy numbers, or such other address and telecopy number communicated to the other parties from time to time:

If to the Sub Adviser:
[insert address]

If to the Investment Manager or the Fund:General Counsel
2005 Market Street
Philadelphia, PA 19103

16. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person,” and “assignment” shall have the meanings given them in the 1940 Act, subject, however to such exemptions as may be granted by the SEC and its staff under the 1940 Act.

17. If by reason of (a) market movements; (b) contributions to or withdrawals from the Portfolio; (c) a change in the nature of any investment (whether through change in business activity or credit rating); or (d) circumstances beyond the reasonable control of the Sub-Adviser, a Fund ceases to comply with any document or instruction referred to in clause 1(d), the Sub-Adviser must remedy the non-compliance as soon as practicable after the Sub-Adviser becomes aware of the non-compliance. If remedied in accordance with this clause, the non-compliance will not constitute a breach of the Agreement.

18. The Investment Manager and Trust acknowledge that the Sub-Adviser will manage each Fund on a pre-tax basis and is not required to take into account a Fund’s tax position in managing the Fund.

19. A party will not be liable to the other for any failure, interruption or delay in performance of their respective obligations to the extent such failure, interruption or delay is caused by (a) a breakdown, failure or malfunction of any telecommunications or computer service or system which has been set up and maintained by a party in


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accordance with the requirements of this Agreement; (b) the closure or suspension of any market relevant to a party’s obligations under this Agreement; or (c) any fire, explosion, flood, earthquake, peril of the sea, strike or lockout, embargo, civil commotions, riots, wars, weather, governmental laws, orders or restrictions, national or regional emergencies, strikes, labour stoppages or slowdowns or other industrial disturbances, shortage of adequate power, materials or transportation facilities or any similar cause beyond a party’s reasonable control.

20. The Investment Manager acknowledges that the Sub-Adviser is a member of the Macquarie Group Limited group of companies (“Macquarie Group”) and that such group is a diversified provider of financial and investment services, engaging in a broad range of activities including securities underwriting, sales and trading, investment banking, lending, financial advisory services, investment research, asset management and other activities. The Sub-Adviser generally has no control over these activities. As a result, the Investment Manager acknowledges that from time to time the Sub-Adviser’s investment activities may be restricted, for example due to regulatory constraints applicable to the Macquarie Group, and/or its internal policies designed to comply with such constraints. Without limitation, this includes circumstances where an acquisition of securities would cause the Macquarie Group’s aggregated holdings in a company to exceed applicable takeover thresholds. In addition, where, due to such restrictions, there is limited capacity to acquire particular securities, a Fund will not have priority over any member of, or any other fund or clients associated with, the Macquarie Group to acquire those securities, however the Sub-Adviser will allocate available securities amongst funds and clients (including the Funds) in a fair and equitable manner.

21. Subject to the Investment Company Act of 1940, as amended, and its rules and regulations and in accordance with the Fund’s compliance policies and procedures, the Sub-Adviser may ‘cross securities’ where one or more of the client accounts or pooled funds managed by the Sub-Adviser or a related body corporate of the Sub-Adviser (“Sub-Adviser Accounts”) either (a) have demand for assets contained in a Fund; or (b) have available for sale assets which the Sub-Adviser wishes to be contained in the Fund. A ‘crossing of securities’ may occur by the Sub-Adviser making an offer to purchase specific assets from a Fund or making an offer to sell to theAdviser entity).


ANNEX I-A

Pre-Approved Fund specific assets. Neither the Sub-Adviser nor its related body corporate may charge transaction fees with respect to the trade between the Fund and a Manager Account pursuant to this clause.

Services

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of ____ [___], 201_.

DELAWAREServiceMacquarie InvestmentRange of Fees
MANAGEMENTManagement Business Trust
COMPANY, a series of
ByAudit Services 
Statutory audits or financial audits for new FundsName:up to $50,000 per Fund
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment lettersTitle:
up to $10,000 per Fund
EXECUTED
Consultations byMACQUARIE Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”)
up to $25,000 in the aggregate
)Audit-Related Services 
INVESTMENT MANAGEMENT  Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”)
up to $25,000 in the aggregate
GLOBAL LIMITED)
)
)
)Tax Services 
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.)Date
up to $25,000 in the aggregate
Signature of attorneyU.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.)up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returnsup to $5,000 per Fund

ANNEX I-B

Pre-Approved Fund-Related Adviser Services

ServiceRange of Fees
Non-Audit Services 
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment lettersSignature of attorney
Name of attorney
Name of attorney

Agreedup to and accepted as of$10,000 in the day and year first above written:

[REGISTRANT]
By
Name: 
Title:


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EXHIBIT A
FEE SCHEDULE

FUNDINVESTMENT MANAGEMENT FEE
All Funds0aggregate

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EXHIBIT A
FUNDS

Delaware Group®Adviser Funds
       Delaware Diversified Income Fund
Delaware Group Cash Reserve
      Delaware Investments Ultrashort Fund
Delaware Group Equity Funds V
      Delaware Wealth Builder Fund
Delaware Group Foundation Funds®
      Delaware Foundation Conservative Allocation Fund
      Delaware Foundation Growth Allocation Fund
      Delaware Foundation Moderate Allocation Fund
Delaware Group Government Fund
      Delaware Emerging Markets Debt Fund
      Delaware Strategic Income Fund
Delaware Group Income Funds
      Delaware Corporate Bond Fund
      Delaware Extended Duration Bond Fund
      Delaware Floating Rate Fund
      Delaware High Yield Opportunities Fund
Delaware Group Limited Term Government Funds
      Delaware Limited Term Diversified Income Fund
Delaware Pooled®Trust
      Macquarie Core Plus Bond Portfolio
      Macquarie High Yield Bond Portfolio
Delaware VIP Trust
      Delaware VIP Diversified Income Series
      Delaware VIP High Yield Series
      Delaware VIP Limited Term Diversified Income Series

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APPENDIX C – NUMBER OF SHARES OF EACH FUND OUTSTANDING

AS OF DEC. 31, 2017

Fund NameClassShares Outstanding
Delaware Extended Duration Bond FundA29210802.449
Delaware Extended Duration Bond FundC3791666.342
Delaware Extended Duration Bond FundI66161562.889
Delaware Extended Duration Bond FundR2596892.174
Delaware Extended Duration Bond FundR63714256.841
Delaware Tax-Free New York FundA3517372.042
Delaware Tax-Free New York FundC1502691.334
Delaware Tax-Free New York FundI2791043.014
Macquarie Large-Cap Value Portfolio5554459.302

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APPENDIX D — 5% SHARE OWNERSHIP

The following table shows, as of Dec. 31, 2017, the accounts of each class of each Fund that own of record 5% or more of such class.

Fund Name     Class     Shareholders Name and Address     Total Shares     Percentage
DELAWARE EXTENDEDADCGT AS TTEE AND/OR CUST3,843,492.07013.14%
DURATION BOND FUNDFBO PLIC VARIOUS
CLASS ARETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
 
DELAWARE EXTENDEDAMASSACHUSETTS MUTUAL LIFE9,505,860.45632.49%
DURATION BOND FUNDINSURANCE COMPANY
CLASS A1295 STATE STREET - MIP C105
SPRINGFIELD MA 01111-0001
 
DELAWARE EXTENDEDAMLPF&S FOR THE SOLE1,877,580.4976.42%
DURATION BOND FUNDBENEFIT OF ITS CUSTOMERS
CLASS AATTENTION: FUND ADMIN
4800 DEER LAKE DR E FL2
JACKSONVILLE FL 32246-6484
 
DELAWARE EXTENDEDANATIONAL FINANCIAL3,920,324.45713.40%
DURATION BOND FUNDSERVICES LLC
CLASS AFBO OUR CUSTOMERS
ATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD FL4
JERSEY CITY NJ 07310
 
DELAWARE EXTENDEDAPERSHING LLC1,831,383.2146.26%
DURATION BOND FUND1 PERSHING PLAZA
CLASS AJERSEY CITY NJ 07399-0002
 
DELAWARE EXTENDEDCAMERICAN ENTERPRISE310,245.7758.17%
DURATION BOND FUNDINVESTMENT SERVICES
CLASS C707 2ND AVE SOUTH
MINNEAPOLIS MN 55402-2405
 
DELAWARE EXTENDEDCCHARLES SCHWAB & CO INC319,065.5388.41%
DURATION BOND FUNDSPEC CUSTODY ACCT FOR THE
CLASS CEXCL BNFT OF CUSTS
ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWARE EXTENDEDCLPL FINANCIAL214,269.6025.65%
DURATION BOND FUNDOMNIBUS CUSTOMER ACCOUNT
CLASS CATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA 92121

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Fund Name     Class     Shareholders Name and Address     Total Shares     Percentage
DELAWARE EXTENDEDCMLPF&S FOR THE SOLE389,514.41310.26%
DURATION BOND FUNDBENEFIT OF ITS CUSTOMERS
CLASS CATTENTION: FUND ADMIN
4800 DEER LAKE DR E FL2
JACKSONVILLE FL 32246-6484
 
DELAWARE EXTENDEDCMORGAN STANLEY387,589.43510.21%
DURATION BOND FUNDSMITH BARNEY
CLASS CHARBORSIDE
FINANCIAL CENTER
PLAZA 2 3RD FL
JERSEY CITY NJ 07311
 
DELAWARE EXTENDEDCNATIONAL FINANCIAL599,977.15815.81%
DURATION BOND FUNDSERVICES LLC
CLASS CFBO OUR CUSTOMERS
ATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD FL4
JERSEY CITY NJ 07310
 
DELAWARE EXTENDEDCPERSHING LLC395,794.65710.43%
DURATION BOND FUND1 PERSHING PLAZA
CLASS CJERSEY CITY NJ 07399-0002
 
DELAWARE EXTENDEDCRAYMOND JAMES232,377.4956.12%
DURATION BOND FUNDOMNIBUS FOR MUTUAL FUNDS
CLASS CATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWARE EXTENDEDCWELLS FARGO CLEARING525,264.20813.84%
DURATION BOND FUNDSVCS LLC
CLASS CSPECIAL CUSTODY
ACCT FOR THE
EXCLUSIVE BENEFIT
OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE EXTENDEDIAMERICAN ENTERPRISE4,457,209.0856.74%
DURATION BOND FUNDINVESTMENT SVC
CLASS I707 2ND AVE SOUTH
MINNEAPOLIS MN 55402-2405
 
DELAWARE EXTENDEDICHARLES SCHWAB & CO INC11,502,335.60317.38%
DURATION BOND FUNDSPEC CUSTODY ACCT FOR THE
CLASS IEXCL BNFT OF CUSTS
ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905

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Fund Name     Class     Shareholders Name and Address     Total Shares     Percentage
DELAWARE EXTENDEDIDCGT AS TTEE5,054,069.6827.64%
DURATION BOND FUNDCUST FBO PLIC VARIOUS
CLASS IRETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
 
DELAWARE EXTENDEDIMAC & CO4,265,721.6246.45%
DURATION BOND FUNDATTN MUTUAL FUND OPS
CLASS I500 GRANT STREET
ROOM 151-1010
PITTSBURGH PA 15258
 
DELAWARE EXTENDEDINATIONAL FINANCIAL10,864,598.20716.42%
DURATION BOND FUNDSERVICES LLC
CLASS IFBO OUR CUSTOMERS
ATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD FL4
JERSEY CITY NJ 07310
 
DELAWARE EXTENDEDIWELLS FARGO CLEARING4,278,105.1676.47%
DURATION BOND FUNDSVCS LLC
CLASS ISPECIAL CUSTODY
ACCT FOR THE
EXCLUSIVE BENEFIT
OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE EXTENDEDRDCGT AS TTEE484,023.71618.75%
DURATION BOND FUNDCUST FBO PLIC VARIOUS
CLASS RRETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392
 
DELAWARE EXTENDEDRHARTFORD LIFE INSURANCE CO449,424.78117.41%
DURATION BOND FUNDSEPARATE ACCOUNT
CLASS RATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999
 
DELAWARE EXTENDEDRMASSACHUSETTS MUTUAL LIFE473,856.74518.36%
DURATION BOND FUNDINSURANCE COMPANY
CLASS R1295 STATE STREET MIP C105
SPRINGFIELD MA 01111-0001
 
DELAWARE EXTENDEDRMASSACHUSETTS MUTUAL LIFE197,891.6237.67%
DURATION BOND FUNDINSURANCE COMPANY
CLASS R1295 STATE STREET
MIP M200-INVST
SPRINGFIELD MA 01111


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Fund Name     Class     Shareholders Name and Address     Total Shares     Percentage
DELAWARE EXTENDEDRVOYA RETIREMENT INSURANCE428,576.98816.60%
DURATION BOND FUNDAND ANNUITY COMPANY
CLASS R1 ORANGE WAY
WINDSOR CT 06095-4773
 
DELAWARE EXTENDED6JOHN HANCOCK TRUST CO LLC3,696,677.05799.53%
DURATION BOND FUND690 CANTON ST SUITE 100
CLASS R6WESTWOOD, MA 02090
 
DELAWARE TAX-FREEALPL FINANCIAL487,245.53113.89%
NEW YORK FUNDOMNIBUS CUSTOMER ACCOUNT
CLASS AATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA 92121
 
DELAWARE TAX-FREEAMLPF&S FOR THE SOLE288,167.1888.22%
NEW YORK FUNDBENEFIT OF ITS CUSTOMERS
CLASS AATTENTION: FUND ADMIN
4800 DEER LAKE DR E FL2
JACKSONVILLE FL 32246-6484
 
DELAWARE TAX-FREEAMORGAN STANLEY335,663.9979.57%
NEW YORK FUNDSMITH BARNEY
CLASS AHARBORSIDE
FINANCIAL CENTER
PLAZA 2 3RD FL
JERSEY CITY NJ 07311
 
DELAWARE TAX-FREEANATIONAL FINANCIAL319,209.9189.10%
NEW YORK FUNDSERVICES LLC
CLASS AFBO OUR CUSTOMERS
ATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD FL4
JERSEY CITY NJ 07310
 
DELAWARE TAX-FREEAPERSHING LLC274,901.5797.84%
NEW YORK FUND1 PERSHING PLAZA
CLASS AJERSEY CITY NJ 07399-0002
 
DELAWARE TAX-FREEAWELLS FARGO CLEARING698,395.54519.91%
NEW YORK FUNDSVCS LLC
CLASS ASPECIAL CUSTODY
ACCT FOR THE
EXCLUSIVE BENEFIT
OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE TAX-FREECMLPF&S FOR THE SOLE728,035.45948.68%
NEW YORK FUNDBENEFIT OF ITS CUSTOMERS
CLASS CATTENTION: FUND ADMIN
4800 DEER LAKE DR E FL2
JACKSONVILLE FL 32246-6484

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Fund Name     Class     Shareholders Name and Address     Total Shares     Percentage
DELAWARE TAX-FREECMORGAN STANLEY178,535.72411.94%
NEW YORK FUNDSMITH BARNEY
CLASS CHARBORSIDE
FINANCIAL CENTER
PLAZA 2 3RD FL
JERSEY CITY NJ 07311
 
DELAWARE TAX-FREECPERSHING LLC79,525.9665.32%
NEW YORK FUND1 PERSHING PLAZA
CLASS CJERSEY CITY NJ 07399-0002
 
DELAWARE TAX-FREECUBS WM USA126,117.3438.43%
NEW YORK FUNDSPEC CDY A/C EXL BEN
CLASS CCUSTOMERS OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ 07086
 
DELAWARE TAX-FREECWELLS FARGO CLEARING122,328.3638.18%
NEW YORK FUNDSVCS LLC
CLASS CSPECIAL CUSTODY
ACCT FOR THE
EXCLUSIVE BENEFIT
OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE TAX-FREEIAMERICAN ENTERPRISE357,668.76412.77%
NEW YORK FUNDINVESTMENT SERVICES
CLASS I707 2ND AVE SOUTH
MINNEAPOLIS MN 55402-2405
 
DELAWARE TAX-FREEILPL FINANCIAL482,074.51917.21%
NEW YORK FUNDOMNIBUS CUSTOMER ACCOUNT
CLASS IATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA 92121
 
DELAWARE TAX-FREEIMLPF&S FOR THE SOLE439,373.72215.69%
NEW YORK FUNDBENEFIT OF ITS CUSTOMERS
CLASS IATTENTION: FUND ADMIN
4800 DEER LAKE DR E FL2
JACKSONVILLE FL 32246-6484
 
DELAWARE TAX-FREEIMORGAN STANLEY352,251.87912.58%
NEW YORK FUNDSMITH BARNEY
CLASS IHARBORSIDE
FINANCIAL CENTER
PLAZA 2 3RD FL
JERSEY CITY NJ 07311
 
DELAWARE TAX-FREEIUBS WM USA768,078.33127.43%
NEW YORK FUNDSPEC CDY A/C EXL BEN
CLASS ICUSTOMERS OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ 07086

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Fund Name     Class     Shareholders Name and Address     Total Shares     Percentage
DELAWARE TAX-FREEIWELLS FARGO CLEARING229,735.9078.20%
NEW YORK FUNDSVCS LLC
CLASS ISPECIAL CUSTODY
ACCT FOR THE
EXCLUSIVE BENEFIT
OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
MACQUARIE LARGEPBOND STREET CUSTODIANS LTD549,794.6249.90%
CAP VALUE PORTFOLIOACF MACQUARIE
GROUP SERVICES
AUSTRALIA PTY LTD -
MANAGED FUNDS TEAM
GPO BOX 4235
SYDNEY NSW 2001 AUSTRALIA
 
MACQUARIE LARGEPNORTHERN TRUST CO931,047.44716.76%
CAP VALUE PORTFOLIOCUST FBO MARTIN
MEMORIAL CTR
50 S LA SALLE ST
CHICAGO IL 60603-1003
 
MACQUARIE LARGEPNORTHERN TRUST CO TRUSTEE453,124.2778.16%
CAP VALUE PORTFOLIOFBO MARTIN MEMORIAL
HEALTH SYSTEM PENSION
50 S LA SALLE ST
CHICAGO IL 60603-1003
 
MACQUARIE LARGEPUS BANK NA295,603.4035.32%
CAP VALUE PORTFOLIOFBO MINNESOTA
HISTORICAL SOCIETY
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI 53212-3958
 
MACQUARIE LARGEPWELLS FARGO BANK NA300,689.6625.41%
CAP VALUE PORTFOLIOFBO EDUCATIONQUEST
FOUNDATION
PO BOX 1533
MINNEAPOLIS MN 55480-1533
 
MACQUARIE LARGEPWELLS FARGO BANK NA684,124.69312.32%
CAP VALUE PORTFOLIOFBO GHS PENSION-LOOMIS
PO BOX 1533
MINNEAPOLIS MN 55480-1533
 
MACQUARIE LARGEPWELLS FARGO BANK NA1,352,004.00924.34%
CAP VALUE PORTFOLIOFBO GMC FUND DEP-LOOMIS
PO BOX 1533
MINNEAPOLIS MN 55480-1533

Table of Contents

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours

VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours

VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope





Please detach at perforation before mailing.

DELAWARE FUNDSSMBY MACQUARIE
JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 7, 2018

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.


The undersigned hereby revokes all previous proxies for his/her shares and appoints A.G. Ciavarelli, Michael E. Dresnin, Earthen E. Johnson, and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of the Funds to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 26thFloor, Philadelphia, Pennsylvania 19103, on Wednesday, March 7, 2018 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this joint special meeting of shareholders and specifically as indicated on the reverse side of this proxy card.Please refer to the Proxy Statement for a discussion of these matters.

BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSALS, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE JOINT SPECIAL MEETING OF SHAREHOLDERS. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503




PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.


DEL_29476_013018



Table of Contents

EVERY SHAREHOLDER’S VOTE IS IMPORTANT



Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Shareholders Meeting to Be Held on March 7, 2018.
The Proxy Statement for this meeting is available at the following websites:
Delaware Extended Duration Bond Fund and Delaware Tax-Free New York Fund
www.delawarefunds.com/proxy
Macquarie Large Cap Value Portfolio
www.macquarieim.com/proxy




FUNDSFUNDSFUNDS
Delaware Extended Duration Bond FundDelaware Tax-Free New York FundMacquarie Large Cap Value Portfolio



Please detach at perforation before mailing.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:X

 Proposals
1.To approve the implementation of a new “manager of managers” order.
FORAGAINSTABSTAINFORAGAINSTABSTAIN
01 Delaware Extended Duration Bond Fund02 Delaware Tax-Free New York Fund
03 Macquarie Large Cap Value Portfolio
2.To approve sub-advisory agreements between the Delaware Management Company and each of Macquarie Investment Management Europe Limitedand Macquarie Investment Management Global Limited.
FORAGAINSTABSTAIN
Delaware Extended Duration Bond Fund
3.To revise the fundamental investment restriction relating to lending.
FORAGAINSTABSTAINFORAGAINSTABSTAIN
01. Delaware Tax-Free New York Fund02. Macquarie Large Cap Value Portfolio

 Authorized Signatures – This section must be completed for your vote to be counted. – Sign and Date Below
Note: 

Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) – Please print date belowSignature 1 – Please keep signature within the boxSignature 2 – Please keep signature within the box
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